TCR_Public/141006.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, October 6, 2014, Vol. 18, No. 278

                            Headlines

1058 SOUTHERN BLVD: Voluntary Chapter 11 Case Summary
1250 OCEANSIDE: Batiste Allowed $55,000 Claim for Legal Fees
ACCESS CIG: Moody's Assigns B2 CFR & Rates $152MM Term Debt Caa1
ADELPHI ACADEMY: Court Approves Plan, Disclosure Statement
AIRE EXPRESS: Case Summary & 4 Largest Unsecured Creditors

AMERICAN AIRLINES: Bank Debt Trades at 3% Off
ARCH COAL: Bank Debt Trades at 10% Off
ARCHDIOCESE OF MILWAUKEE: Judge Fast-Tracks Bankruptcy
ARCHDIOCESE OF MILWAUKEE: Appeals Court to Rule on Cemetery Fund
ARIZONA LA CHOLLA: Files Chapter 11 Plan and Disclosure Statement

ARMORWORKS ENTERPRISES: Plan Revised to Include Mandall Term Sheet
ASSOCIATED WHOLESALERS: Coca-Cola Opposes Paying Supplier Claims
ASSOCIATED WHOLESALERS: Attracts Two More Bids
ATLS ACQUISITION: Seeks Authority to Sell LMSP Pharmacy Assets
BAY CLUB PARTNERS: Second Amended Plan Confirmed by Judge

BELLISIO FOODS: Moody's Lowers Corporate Family Rating to B3
BOMBARDIER RECREATIONAL: Bank Debt Trades at 3% Off
BPZ RESOURCES: S&P Assigns 'CCC+' CCR; Outlook Developing
BROWN MEDICAL: Unsecured Creditors Overwhelmingly Support Plan
BROWN MEDICAL: Trustee Wants to Sell Furniture and Equipment

BUDD CO: Sues ThyssenKrupp Over Tax-Sharing Agreement
BUDD CO: Thyssen to Maintain the Status Quo on Tax Losses
CAESARS ENTERTAINMENT: Bank Debt Due Sept. 2020 Trades at 5% Off
CAESARS ENTERTAINMENT: Bank Debt Due March 2017 Trades at 6% Off
CAESARS ENTERTAINMENT: 2 Atlantic City Entities Seen to Fail

CALIFORNIA COMMUNITY: May Use California Bank's Cash Collateral
CASELLA, NH: Moody's Assigns B2 Rating on $11MM Revenue Bonds
CONSECO LIFE: Moody's Withdraws Ba1 Insurance Strength Rating
CRS HOLDING: Creative Recycling Closes Durham Operations
CRUMBS BAKE SHOP: Deregisters All Securities

CYANCO INTERMEDIATE: S&P Revises Outlook to Neg. & Affirms 'B' CCR
DELUXE CORPORATION: Moody's Hikes Corporate Family Rating to Ba1
DEX MEDIA EAST: Bank Debt Trades at 9% Off
DREIER LLP: Founder Emerging from Prison to Testify in Court
ECHO THERAPEUTICS: Retains PwC as Restructuring Consultant

ECHO THERAPEUTICS: Comments on Goldbergs Public Statements
ENDEAVOUR INT'L: Moody's Affirms 'Ca' Corp. Family Rating
ENERGY FUTURE: Signs Bidders to Confidentiality Agreements
ENERGY FUTURE: Bondholders Say $4B Tender Opens 'Pandora's Box'
ENERGY FUTURE: U.S. Trustee Objects to Proposed Bonuses

ENERGY FUTURE: Is Test Case for Coercive Tenders
ENERGY TRANSFER: Bank Debt Trades at 3% Off
ENTEGRA TC: Prepack Reorganization Plan Takes Effect
ESTERLINE TECHNOLOGIES: Barco Deal No Impact on Moody's Ba1 CFR
EXIDE TECHNOLOGIES: To Sell TCEQ Credits to Element Markets

EXIDE TECHNOLOGIES: Expects to Consummate Plan or Sale by March 31
FAIRFIELD SENTRY: Can Back Out of Deals If Better Offers Show Up
FORTESCUE METALS: Bank Debt Trades at 3% Off
FRAGER LAW FIRM: Case Summary & 10 Largest Unsecured Creditors
FREEDOM INDUSTRIES: Defends Chap. 11 Case, CRO's Role

FREEFALL ADVENTURES: Case Summary & 8 Top Unsecured Creditors
FREEFALL EQUIPMENT: Case Summary & 3 Top Unsecured Creditors
GARLOCK SEALING: Asbestos Claimants Slam Objections to $2.5M Fee
GARLOCK SEALING: Spars With Creditors Over Disclosure Material
GENERAL MOTORS: Salaries Busted U.S. Bailout Limit Last Year

GENERAL MOTORS: Recalls Another Half-Million Vehicles
GLOBAL GEOPHYSICAL: Files Chap. 11 Plan, Disclosure Statement
GRIDWAY ENERGY: Seeks January Extension of Plan Deadline
HAMPDEN COUNTY PHYSICIAN: Case Summary & 20 Top Unsec. Creditors
HARRISBURG, PA: Bond Guarantee Could Lead City To Default

HAWAII PACIFIC: S&P Revises Outlook to Neg. & Affirms BB+ Rating
HOUSTON REGIONAL: Ex-Astros Owner Objects To Ch. 11 Plan
HOWELL TOWNSHIP, MI: Fitch Withdraws 'B+' Implied ULTGO Rating
IBAHN CORP: Needs Until Next Year to File Plan
INEOS GROUP: Bank Debt Trades at 2% Off

ISAACSON STEEL: Seeks Court Approval of D&O Claims Settlement
ISR GROUP: Plan Outline Okayed; Plan Hearing to Begin October 30
K-V PHARMA: AMAG Picks Up Health Business; Products Go to Perrigo
KEBLE ASSOCIATES: Voluntary Chapter 11 Case Summary
KIMROW INC: Receiver Seeks Dismissal of Ch. 11 Filing

LBI MEDIA: Moody's Affirms Caa2 CFR & Hikes Sr. Sec. Notes to B3
LEHMAN BROTHERS: Making 6th Distribution to Creditors in October
LDR INDUSTRIES: Has Final Loan Approval, Must Sell by Year-End
LIGHTSQUARED INC: Ergen, Dish Want Falcone's RICO Suit Dismissed
LONGVIEW POWER: Enters Into Consent Decree With Sierra Club

LONGVIEW POWER: First American Sues on Technicalities
LOVE CULTURE: Given Two-Week Extension to Remove Lawsuits
LUCKY PIES: Case Summary & 2 Largest Unsecured Creditors
MASON COPPELL: Committee Seeks Approval of Disclosure Statement
METRO FUEL: Former Exec Fleeced Bank Of $30M, Feds Say

MILLER AUTO PARTS: U.S. Trustee Appoints Creditors' Committee
MILLER AUTO PARTS: Creditors' Meeting Set for Oct. 22
MOMENTIVE PERFORMANCE: Adequate Protection Issue Resolved
MOMENTIVE PERFORMANCE: OK to Implement Plan; Appeal Stay Denied
MT LAUREL LODGING: Files Bankruptcy Exit Plan and Outline

MULTIPLAN INC: Bank Debt Trades at 2% Off
NAARTJIE CUSTOM: Seeks Permission to Conduct Store Closing Sales
NATCHEZ REGIONAL: Bankruptcy Court Confirms Liquidation Plan
NAUTILUS HOLDINGS: Seeks Plan-Filing Rights Extension
NAVISTAR FINANCIAL: Fitch Affirms 'CCC' Issuer Default Ratings

NEW BERN RIVERFRONT: Hamlin Beats Weaver Cooke's Indemnity Claim
NEWPAGE CORP: Clawback Suit Against Styron Goes to Trial
NEWPAGE CORP: $2.8MM Payment to Coal Suppliers Not Avoidable
NNN 3500 MAPLE 26: Wants Surplus From Sale of Dallas Property
OXBOW CARBON: Moody's Lowers Corporate Family Rating to B1

PACIFIC THOMAS: Deutsche Bank May Foreclose on Riverside Property
PEREGRINE FINANCIAL: US Bank Can't Escape Dual Class Actions
PEREGRINE FINANCIAL: Trustee Resolves 10,000 of 14,100 Claims
PETTERS GROUP: Trustee, Investors Settle $3.2 Billion Lawsuit
PRM FAMILY: Amends Disclosure Statement for Liquidation Plan

PRM FAMILY: Vendors Object to Plan Outline; Seek Case Conversion
PRM FAMILY: Court Moved Disclosure Statement Hearing to Nov. 4
PROLOGIS INC: Fitch Keeps 'BB+' Rating on $78MM Preferred Stock
PROSPECT PARK: Will Modify Liquidating Plan
PWK TIMBERLAND: Hearing on Plan Outline Set for Dec. 18

RADIOSHACK CORP: Agrees to Financing Plan With Hedge Funds
RCS CAPITAL: Moody's Affirms B2 CFR & Rates $575MM Sr. Loan B2
RCS CAPITAL: S&P Revises Outlook to Neg. & Affirms 'B+' ICR
REDPRAIRIE CORP: Bank Debt Trades at 2% Off
REICHHOLD INDUSTRIES: S&P Lowers CCR to 'D' on Bankruptcy Filing

RENWEB LLC: Case Summary & 5 Largest Unsecured Creditors
RESIDENTIAL CAPITAL: Suit Against Greenpoint Stays in Bankr. Court
RIVER CITY RENAISSANCE: US Bank Objects to Use of Cash Collateral
RIVER TERRACE: Court Refuses to Approve Plan Outline
RIVERROCK NEHEMIAH: Case Summary & 2 Top Unsecured Creditors

ROCK POINTE: US Trustee Balks at Ch.11 Trustee's Dismissal Bid
SAAB CARS: US Arm Calls For $4.2M From Swedish Bankruptcy
SCRUB ISLAND: Gets Final Approval to Use RCB DIP Facility
SEA SHELL: Court Fixes Nov. 17 as General Claims Bar Date
SEARS HOLDINGS: Bank Debt Trades at 3% Off

SEAWORLD PARKS: Bank Debt Trades at 6% Off
SENSATA TECHNOLOGIES: S&P Revises Outlook & Affirms 'BB+' CCR
SPECIALTY PRODUCTS: Summary and Outline of Reorganization Plan
STAG INDUSTRIAL: Fitch Keeps 'BB' Issuer Default Rating
SUSSEX SKYDIVE: Case Summary & 6 Largest Unsecured Creditors

TRANS CONTINENTAL: Court Rules in Avoidance Suit v. SunTrust
TRM HOLDINGS: S&P Withdraws 'CCC+' CCR on Lack of Information
TRUMP ENTERTAINMENT: Loses Bid to End Union Pension Funding
U.S. CONCRETE: S&P Keeps B Sr. Notes Rating on $50MM Debt Upsize
UNITED OUTLETS: Kansas Aims To Regain Lost Taxes Through Auction

VAIL LAKE: Chen & Dynamic Withdraws Motion to Dismiss Case
VARIANT HOLDING: Sec. 341 Creditors' Meeting Set for Oct. 8
VENTURE TECHNOLOGY: Case Summary & 20 Top Unsecured Creditors
VWR FUNDING: Moody's Raises Corporate Family Rating to B2
WATERSTONE AT PANAMA: Court Enters Final Decree Closing Case

WEST TEXAS GUAR: Amends Schedules of Assets and Liabilities
YMCA OF MILWAUKEE: Court OKs Sale of Waukesha-Area Properties
YMCA OF MILWAUKEE: Sale of Feith Family to Kettle Moraine Okayed

* Ex-Atty Gets 7 Months for Ripping Off Bankruptcy Clients
* Georgia Shortchanges Bankrupts on Insurance Policies
* Judgment Brings Unrecovered Property Into the Estate
* September Bankruptcy Filings Continue 12% Year-to-Date Decline
* Seven-Percent Interest Is Enough to Cram Down Secured Lender

* Fitch: Sector Concentrations Add Risk to US HY Default Outlook

* Orrick Adds Former DOJ Atty to Appellate Team in DC

* BOND PRICING -- For Week From Sept. 29 to Oct. 3, 2014


                             *********


1058 SOUTHERN BLVD: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: 1058 Southern Blvd. Realty Corp.
        2416 National Drive
        Brooklyn, NY 11234

Case No.: 14-12808

Type of Business: Single Asset Real Estate

Chapter 11 Petition Date: October 3, 2014

Court: United States Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Hon. Robert E. Gerber

Debtor's Counsel: Gerard R. Luckman, Esq.
                  SILVERMANACAMPORA, LLP
                  100 Jericho Quadrangle, Suite 300
                  Jericho, NY 11753
                  Tel: (516) 479-6300
                  Fax: (516) 479-6301
                  Email: filings@spallp.com

Estimated Assets: $10 million to $50 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Miriam Shasho, president.

The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.


1250 OCEANSIDE: Batiste Allowed $55,000 Claim for Legal Fees
------------------------------------------------------------
The Batiste creditors objected to confirmation of 1250 Oceanside
Partners' bankruptcy-exit plan. A half-hour before the
confirmation hearing, the Batiste creditors, the debtors, and
others entered into a stipulation that doubled the unsecured
creditors' recovery under the plan and allowed the plan to be
confirmed without a contested hearing.

In an Oct. 2 Memorandum of Decision available at
http://is.gd/Wt3elKfrom Leagle.com, the Bankruptcy Court in
Hawaii ruled that the Batiste creditors are entitled to a $55,000
administrative expense claim for attorney's fees and costs they
incurred during the case for the substantial contribution they
made.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, owners of the 1,800-acre Hokuli'a luxury real
estate development near Kona on the island of Hawaii, sought
Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353)
on March 6, 2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were
part of his development "empire", which included developments
in Hawaii, Arizona, New Mexico and Scotland.  The secured
lender, Bank of Scotland, declared a default and obtained
control of the Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront
on the Kona coast, stopped after the developers were declared
in default under the loan.  Oceanside and Front Nine own most
of the land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as
"Keopuka", near Hokuli'a.  The Hokuli'a was to have 730
residential units, an 18-hole golf course, club and other
amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D.
Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in
its restructuring effort.  They replaced the law firm of Gelber,
Gelber & Ingersoll as general counsel.

A creditors committee has not been appointed.

James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi &
Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel.

The Honolulu Star-Advertiser reports that U.S. Bankruptcy Judge
Robert Faris on May 12 confirmed the bankruptcy-exit plan by 1250
Oceanside Partners and two affiliates.

1250 Oceanside Partners on May 12, 2014 won court approval of a
reorganization plan that would turn over ownership to its secured
lender.  Sun Kona would provide a $65 million exit facility to
help make payments under the plan and to fund the reorganized
company when it leaves court protection.

The Debtors' Third Amended Joint Plan of Reorganization became
effective July 1, 2014.


ACCESS CIG: Moody's Assigns B2 CFR & Rates $152MM Term Debt Caa1
----------------------------------------------------------------
Moody's Investors Service assigned to Access CIG, LLC, a wholly
owned subsidiary of Access Information Holdings, LLC ("Access"), a
B2 Corporate Family Rating (CFR), a B2-PD Probability of Default
Rating, and B1 and Caa1 ratings to the proposed first and second-
lien credit facilities, respectively. Berkshire Partners plans to
utilize the net proceeds from the proposed credit facilities along
with a $284 million equity contribution to finance its acquisition
of Access CIG, LLC for $649 million. The company also plans to use
a portion of the proceeds from the credit facilities to fund a
pending acquisition. The outlook for ratings is stable.

Moody's assigned the following ratings to Access CIG, LLC:

Corporate Family Rating -- B2

Probability of Default Rating -- B2-PD

$40 million first lien revolving credit facility due 2019 -- B1,
LGD3

$342 million first lien term loan B facility due 2021 -- B1, LGD3

$152 million second lien term loan facility due 2022 -- Caa1, LGD5

Outlook -- Stable

Ratings Rationale

Access's CFR is weakly positioned in the B2 category due to the
company's high initial leverage of approximately 6.9x (total debt
to EBITDA, incorporating Moody's standard analytical adjustments),
modest revenue base and a lack of a track record of operating at
its current scale. Access' revenues are estimated to be
approximately $165 million (including full year effect of prior
acquisitions and a pending acquisition). Moody's also believes
that organic growth in the company's high margin document storage
business will be increasingly constrained by secular shift away
from paper towards electronic media and business growth will be
primarily driven by small acquisitions that Moody's views as a
cost-effective source of new customers.

However, the B2 CFR is supported by Access' highly recurring
records storage revenues and expected growth in outsourcing of
document storage in the small and medium business (SMB) market
segment, which is the company's primary area of focus. Access'
revenues have high geographic and customer diversity. The
company's high EBITDA margins of approximately 44% (before
incorporating capitalized operating lease adjustments) should
drive stable free cash flow of approximately 5% of total adjusted
debt. Moody's believes that the company's success in integrating
prior acquisitions mitigates the risks of integrating its recent
acquisitions and the anticipated synergies are achievable. Moody's
expects Access' leverage to decline to approximately 6x by the end
of 2015 and this is a key factor supporting the rating. While
Moody's expects the company to remain acquisitive, the B2 rating
incorporates Moody's expectation that total debt/EBITDA (Moody's
adjusted) will remain in the 6x to 6.5x range and the company
should generate organic growth of at least 2% to 3%.

The stable rating outlook reflects Access' adequate liquidity,
expected decline in leverage from EBITDA growth and debt
repayments required in the first lien credit agreement, and
projected free cash flow of about 5% of total adjusted debt.

Moody's views Access' liquidity as adequate, primarily consisting
of its projected free cash flow and availability of funds under a
new $40 million revolving credit facility.

Moody's could downgrade Access' ratings if liquidity deteriorates,
free cash flow falls short of expectations, or if Moody's believes
that company will be unable to reduce and sustain debt-to-EBITDA
leverage below 6.5x (Moody's adjusted).

Given Access' modest scale and earnings as well as its high
financial risk tolerance a ratings upgrade is not expected in the
intermediate term. However, Moody's could raise Access' ratings
over time if the company's scale and earnings expand meaningfully
and Moody's believes that the company could sustain total debt to
EBITDA below 4.5x and generate free cash flow in excess of 10% of
total debt.

Headquartered in Livermore, CA, Access Information Management
provides records and information management services primarily to
small and medium enterprises in the U.S.

The principal methodology used in this rating was Global Business
& Consumer Service Industry Rating Methodology published in
October 2010. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.


ADELPHI ACADEMY: Court Approves Plan, Disclosure Statement
----------------------------------------------------------
Adelphi Academy received court approval of its Chapter 11 plan
that would allow the company to exit bankruptcy protection.

U.S. Bankruptcy Judge Elizabeth Stong on Sept. 26 approved
Adelphi's restructuring plan and the disclosure statement, which
sets the stage for creditors to start getting their money back.

The plan provides a 100% distribution to creditors.  Payments
will be funded from Titan Capital ID, LLC's exit loan and from
Adelphi's available cash on hand on the effective date of the
plan.

Under the plan, TIAA CREF's priority claim will be paid in full in
cash subject to provisions of the plan governing disputed claims.

Secured creditor Metropolitan Commercial Bank will receive payment
for its claim from the proceeds of the exit loan.  Meanwhile,
unsecured creditors will be paid in full in cash, plus interest,
according to the plan.

A full-text copy of the court order is available without charge at
http://is.gd/LSNXMO

                      About Adelphi Academy

Adelphi Academy -- operator of the Adelphi Academy of Brooklyn, a
not-for-profit, 501(c)(3), private and independent school from
property it owns at 8515 Ridge Boulevard in Bay Ridge, Brooklyn --
filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 14-43065) in
Brooklyn on June 16, 2014.  The bankruptcy case is assigned to
Judge Elizabeth S. Stong.

The proposed attorney for the Debtor is A. Mitchell Greene, Esq.
at Robinson, Brog, Leinwand, Greene, Genovese, & Gluck PC of New
York, New York.

Metropolitan Commercial Bank is represented by Lee Attanasio,
Esq., at Sidley Austin LLP, in New York.


AIRE EXPRESS: Case Summary & 4 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Aire Express
        300 Dahlia Street
        Williamstown, NJ 08094

Case No.: 14-30240

Nature of Business: Air transport

Chapter 11 Petition Date: October 2, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Hon. Gloria M. Burns

Debtor's Counsel: Lewis G. Adler, Esq.
                  LAW OFFICE OF LEWIS ADLER
                  26 Newton Ave
                  Woodbury, NJ 08096
                  Tel: 856-845-1968
                  Fax: 856-848-9504
                  Email: lewisadler@verizon.net

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by John Eddowes, member.

A list of the Debtor's four largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb14-30240.pdf


AMERICAN AIRLINES: Bank Debt Trades at 3% Off
---------------------------------------------
Participations in a syndicated loan under which American Airlines
is a borrower traded in the secondary market at 97.75 cents-on-
the-dollar during the week ended Friday, October 3, 2014,
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease
of 0.63 percentage points from the previous week, The Journal
relates.  American Airlines pays 325 basis points above LIBOR to
borrow under the facility.  The bank loan matures on June 17,
2019, and carries Moody's Ba2 rating and Standard & Poor's BB-
rating.  The loan is one of the biggest gainers and losers among
205 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


ARCH COAL: Bank Debt Trades at 10% Off
--------------------------------------
Participations in a syndicated loan under which Arch Coal Inc. is
a borrower traded in the secondary market at 90.50 cents-on-the-
dollar during the week ended Friday, October 3, 2014, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 4.25
percentage points from the previous week, The Journal relates.
Arch Coal Inc. pays 500 basis points above LIBOR to borrow under
the facility.  The bank loan matures on May 17, 2018, and carries
Moody's B1 rating and Standard & Poor's B+ rating.  The loan is
one of the biggest gainers and losers among 205 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


ARCHDIOCESE OF MILWAUKEE: Judge Fast-Tracks Bankruptcy
------------------------------------------------------
Tom Corrigan, writing for Daily Bankruptcy Review, reported that
U.S. Bankruptcy Judge Susan Kelley in Milwaukee outlined a plan to
address some of the most contentious issues in the Archdiocese of
Milwaukee's Chapter 11 proceeding, which has stretched on for
nearly four years.  According to the report, at a hearing, Judge
Kelley was emphatic that the case would proceed on a faster
schedule, after a second round of mediation talks failed to
produce a settlement with hundreds of sexual-abuse claimants.

As previously reported by The Troubled Company Reporter, citing
the Milwaukee Journal Sentinel, reported that the latest mediation
among lawyers for the archdiocese, its $60 million cemetery trust,
its insurance companies, the bankruptcy creditors committee and
the largest group of victims, was the third failed attempt at a
negotiated settlement since 2010.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.


ARCHDIOCESE OF MILWAUKEE: Appeals Court to Rule on Cemetery Fund
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Archdiocese of Milwaukee failed to reach
settlement with victims of sexual abuse after four days of
mediation, which, in effect, directs the U.S. Court of Appeals for
the Seventh Circuit in Chicago to decide an appeal that was argued
on June 2 over the fate of $55 million in a cemetery trust, the
single-largest asset potentially available to compensate abuse
claimants for their injuries.  According to the report, in
addition to deciding what abuse claimants will receive from
bankruptcy, the appeals court may make important law on the status
of an official creditors' committee and the federal Religious
Freedom Restoration Act of 1993.

The appeal is Official Committee of Unsecured Creditors v.
Listecki, 13-02881, U.S. Court of Appeals for the Seventh Circuit
(Chicago).

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.


ARIZONA LA CHOLLA: Files Chapter 11 Plan and Disclosure Statement
-----------------------------------------------------------------
Arizona La Cholla, L.L.C., filed with the United States Bankruptcy
Court for the District of Arizona its Plan of Reorganization dated
September 30, 2014, and accompanying Disclosure Statement.

Under the Plan, Claims against the Debtor are divided into six
Classes:

   * Class 1: Administrative claims;
   * Class 2: Claim of Pima County Treasurer, Beth Ford;
   * Class 3: Claim of Secured Creditor TFCU;
   * Class 4: General Unsecured Claims;
   * Class 5: Claim of Steven L. Nannini; and
   * Class 6: Claims of the Debtor's Members.

All Classes are impaired under the Plan except Classes 1, 2 and 4.
All impaired classes of claims and classes of interest will
receive the distributions under the Plan.

The Debtor owns approximately 166,835 square feet of real property
located at the southwest corner of La Cholla Boulevard and Magee
Road in Tucson ("Main Parcel"), and approximately 16,117 square
feet of real property, fronting on Magee Road (the "Bubble
Piece").

Upon approval of the Plan, the Debtor would transfer the Main
Parcel to Tucson Federal Credit Union by deed in lieu of
foreclosure and would transfer the Bubble Piece to TCFU by
quitclaim deed.  TCFU would accept the Debtor's conveyance of the
two Parcels as payment in full of and satisfaction of all
obligations comprising the TFCU Loan, including all obligations of
Nannini and ALC regarding the Note, the Deed of Trust, and the
Real Property.

As of the date of the Disclosure Statement, the balance due TFCU
under the Note is $2,059,504.  All claims for that amount and or
any other claims of any type and kind of TFCU against Nannini and
ALC are deemed paid pursuant to the Plan and finally and
definitively satisfied.

A copy of the Disclosure Statement is available for free at:

         http://bankrupt.com/misc/ArizonaLaCholla_DS.pdf

Arizona La Cholla, L.L.C., filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 14-10254) on July 2, 2014.  Steven L.
Nannini signed the petition as manager.  The Debtor estimated
assets and liabilities of at least $10 million.  Altfeld &
Battaile P.C. serves as the Debtor's counsel.


ARMORWORKS ENTERPRISES: Plan Revised to Include Mandall Term Sheet
------------------------------------------------------------------
ArmorWorks Enterprises, LLC, and TechFiber, LLC, provided notice
with the Bankruptcy Court that the Fifth Amended Joint Plan of
Reorganization Dated June 17, 2014 has been modified consistent
with the ArmorWorks Enterprises, LLC Plan Funding Term Sheet dated
September 18, 2014 -- Mandall Term Sheet -- executed by
ArmorWorks, AWI, Perciballi, and Mandall Design & Manufacturing,
Inc.

The Mandall Term Sheet sets for the principal terms under which
Mandall has agreed to step into the role of "Investor" under the
Plan.  The Term Sheet provides, among other things that,

     * $3 million cash initial equity contribution by Mandall for
100% equity of AWE.

     * Mandall has full operational and management decision making
authority for companies on and after the effective date of the
Plan.

     * Creditor claims paid pursuant to existing plan terms.

     * Perciballi waives all claims in bankruptcy proceedings.

This modification of the Plan does not adversely affect the
treatment of any Class of Claims that voted to accept the Plan,
according to Todd A. Burgess, Esq., at Gallagher & Kennedy, P.A.

A copy of the Mandall Term Sheet is available for free at:
http://bankrupt.com/misc/ArmorWorks_Plan_Term_Sheet.pdf

                   About ArmorWorks Enterprises

Military armor systems provider ArmorWorks Enterprises, LLC, and
affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D.
Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17,
2013, along with a plan that resolves a dispute with a minority
shareholder and $3.5 million of financing that would save the
company from running out of cash.

ArmorWorks develops advanced survivability technology and designs
and manufactures armor and protective products.  ArmorWorks has
produced over 1.25 million ceramic armor and composite armor
protection components for a variety of personnel armor, aircraft,
and vehicle applications.

The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency,
Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at
Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd.,
as financial advisor.  ArmorWorks estimated $10 million to
$50 million in assets and liabilities.

The U.S. Trustee for Region 14 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  Forrester & Worth,
P.L.L.C. represents the Committee as its general counsel.

As of May 26, 2012, ArmorWorks had total assets of $30.9 million
and total liabilities of $12.04 million.

ArmorWorks and TechFiber sought and obtained an order
(i) transferring the In re TechFiber, LLC chapter 11 case to
the Honorable Brenda Moody Whinery, the judge assigned to the
ArmorWorks Chapter 11 case, and (ii) authorizing the joint
administration of the Debtors' cases.

On July 24, 2014, the Court approved the disclosure statement
explaining the Debtors' Plan of Reorganization on a final basis
and found that the Plan should be confirmed based on proposed
findings of fact and conclusions of law stated on the record.  A
confirmation order has not been entered.


ASSOCIATED WHOLESALERS: Coca-Cola Opposes Paying Supplier Claims
----------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Coca-Cola Co. and cereal maker Kellogg Co. are
among suppliers with $23.1 million in claims who oppose how
Associated Wholesalers Inc. and its White Rose grocery
distribution business propose to resolve claims of trade suppliers
who provided goods within 20 days of bankruptcy on Sept. 9.
According to the report, the creditors and the Justice
Department's bankruptcy watchdog said the court would lose the
ability to control the timing and payment of claims for recently
supplied goods.

                  About Associated Wholesalers

Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. services 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products.  AWI, which owns distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, serves the mid-
Atlantic United States.  AWI is owned by its 500 retail members,
who in turn operate supermarkets.  AWI has 1,459 employees.

White Rose Inc. is a food wholesaler and distributor serving the
greater New York metropolitan area.  The company traces its
origins to 1886, when brothers Joseph and Sigel Seeman founded
Seeman Brothers & Doremus to provide grocery deliveries throughout
New York City.  White Rose carries out its operations through
three leased warehouse and distribution centers, two of which are
located in Carteret, New Jersey, and one in Woodbridge, New
Jersey.  White Rose has 777 employees.

Associated Wholesalers and its affiliates sought Chapter 11
bankruptcy protection on Sept. 9, 2014, to sell their assets under
11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and
better offers.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes, seeking to maintain all pleadings
on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No.
14-12092.

As of the Petition Date, the Debtors owe the Bank Group
(consisting of lenders, Bank of America, N.A., Bank of American
Securities LLC as sole lead arranger and joint book runner, Wells
Fargo Capital Finance, LLC as joint book runner and syndication
agent, and RBS Capita, as documentation agent) an aggregate
principal amount of not less than $131,857,966 (inclusive of
outstanding letters of credit), plus accrued interest.  The
Debtors estimate trade debt of $72 million.

Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal
advisors to the Debtors, Lazard Middle Market is serving as
financial advisor, and Carl Marks Advisors is serving as
restructuring advisor to AWI.  Carl Marks' Douglas A. Booth has
been tapped as chief restructuring officer.  Epiq Systems serves
as the claims agent.


ASSOCIATED WHOLESALERS: Attracts Two More Bids
----------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reports
that Associated Wholesalers Inc. and its White Rose grocery
distribution business attracted two more prospective industry
buyers even though a hearing has yet to be held for approval of
auction and sale procedures.  According to the report, aside from
C&S Wholesale Grocers Inc., which serves as the stalking horse
bidder, Supervalu Inc. also offered to replace C&S as stalking
horse.  Another yet unnamed company has also offered a bid,
according to the report.

                  About Associated Wholesalers

Founded in 1962 and headquartered in Robesonia, Pennsylvania,
Associated Wholesalers Inc. services 800 supermarkets, specialty
stores, convenience stores and superettes with grocery, meat,
produce, dairy, frozen foods and general merchandise/health and
beauty care products.  AWI, which owns distribution facilities in
Robesonia, Pennsylvania, and York, Pennsylvania, serves the mid-
Atlantic United States.  AWI is owned by its 500 retail members,
who in turn operate supermarkets.  AWI has 1,459 employees.

White Rose Inc. is a food wholesaler and distributor serving the
greater New York metropolitan area.  The company traces its
origins to 1886, when brothers Joseph and Sigel Seeman founded
Seeman Brothers & Doremus to provide grocery deliveries throughout
New York City.  White Rose carries out its operations through
three leased warehouse and distribution centers, two of which are
located in Carteret, New Jersey, and one in Woodbridge, New
Jersey.  White Rose has 777 employees.

Associated Wholesalers and its affiliates sought Chapter 11
bankruptcy protection on Sept. 9, 2014, to sell their assets under
11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and
better offers.

The Debtors have sought joint administration of their Chapter 11
cases for procedural purposes, seeking to maintain all pleadings
on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No.
14-12092.

As of the Petition Date, the Debtors owe the Bank Group
(consisting of lenders, Bank of America, N.A., Bank of American
Securities LLC as sole lead arranger and joint book runner, Wells
Fargo Capital Finance, LLC as joint book runner and syndication
agent, and RBS Capita, as documentation agent) an aggregate
principal amount of not less than $131,857,966 (inclusive of
outstanding letters of credit), plus accrued interest.  The
Debtors estimate trade debt of $72 million.

Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal
advisors to the Debtors, Lazard Middle Market is serving as
financial advisor, and Carl Marks Advisors is serving as
restructuring advisor to AWI.  Carl Marks' Douglas A. Booth has
been tapped as chief restructuring officer.  Epiq Systems serves
as the claims agent.


ATLS ACQUISITION: Seeks Authority to Sell LMSP Pharmacy Assets
--------------------------------------------------------------
ATLS Acquisition, LLC, et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to sell the assets
related to their mail order supply pharmacy, free and clear of
liens, claims, and encumbrances, subject to their proposed
procedures.

The Debtors have asked Raymond James & Associates, Inc. to assist
them with pursuing a sale of the LMSP Pharmacy Assets.  To the
extent they are not able to identify a party interested in
purchasing the LMSP Pharmacy Assets, the Debtors say they intend
to wind-down the LMSP Pharmacy prior to December 3, 2014.

The LMSP Pharmacy is an identifiable segment of the Debtors'
business that involves the Debtors providing front-end pharmacy
services.  The Debtors' ability to maintain the LMSP Pharmacy is
dependent upon the Contracted Pharmacy Services Agreement by and
between Medco Health Solutions, Inc. and Liberty Healthcare Group,
Inc. and the Subscription Services Agreement by and between Medco
and Liberty Healthcare pursuant to which Medco provides certain
services related to the LMSP Pharmacy, including the fulfillment
of mail order prescriptions.

The Pharmacy Contract expires on December 3, 2014.  The Debtors
approached Medco about extending the Pharmacy Contract but Medco
is unwilling to extend the Pharmacy Contract in the absence of a
settlement of all pending issues between the Debtors and Medco.
The Debtors also considered entering into a replacement contract
with a third-party but the cost and time necessary to migrate the
LMSP Pharmacy to a third-party was prohibitive.

As a result of the pending expiration of the Pharmacy Contract,
the Debtors determined that they would need to begin winding down
the LMSP Pharmacy in the near future.  Prior to winding down the
LMSP Pharmacy, however, the Debtors made the decision to test the
market to determine whether a buyer could be found for the assets
related to the LMSP Pharmacy.

To avoid the unnecessary costs and delays, the Debtors propose
these procedures for the sale of the LMSP Pharmacy Assets:

   (1) The Debtors would file and serve a notice, which will
       contain the material terms of the sale, to:

       * the United States Trustee;

       * counsel to the Official Committee of Unsecured
         Creditors;

       * any known party that the Debtors reasonably believe
         could claim an interest in the property associated with
         the LMSP Pharmacy; and

       * all parties that have requested special notice;

   (2) The Notice Parties would have 10 business days from the
       date on which the Notice is filed and served to serve an
       objection to the proposed transaction.  If no written
       objection is received by the deadline, the Debtors would
       be authorized to consummate the proposed sale transaction;
       and

   (3) If a Notice Party properly and timely serves an objection
       to the Notice, the Debtors and the objecting Notice Party
       would use good faith efforts to resolve the objection.  If
       the Debtors and the objecting Notice Party are unable to
       achieve a consensual resolution, the Debtors would not
       proceed with the proposed transaction pursuant to these
       procedures, but would be permitted to seek Court approval
       of the proposed transaction upon expedited notice, subject
       to the Court's availability.

The Debtors submit that sound business justification exists to
sell the LMSP Pharmacy Assets pursuant to the LMSP Pharmacy Sale
Procedures.  Absent a prompt sale of the LMSP Pharmacy Assets (and
a wind down of the Debtors' remaining operations related thereto)
the Debtors are unlikely to realize any value from the LMSP
Pharmacy.  The Debtors add that after December 3, 2014, they will
not have the ability to operate and service patients, due to the
expiration of the Pharmacy Contract.

                      About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, serves as the
Debtor's counsel; Ernst & Young LLP to provide investment banking
advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing
agent for the Clerk of the Bankruptcy Court.

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by Joseph H.
Huston Jr., Esq., Maria Aprile Sawczuk, Esq., and Camille C. Bent,
Esq., of Stevens & Lee P.C. as well as Bruce Buechler, Esq., S.
Jason Teele, Esq., and Nicole Stefanelli, Esq. of Lowenstein
Sandler LLP.  The Committee has tapped Mesirow Financial
Consulting, LLC, as financial advisors.

                          *     *     *

ATLS Acquisition, LLC, et al., filed with the U.S. Bankruptcy
Court for the District of Delaware a joint plan of reorganization
and an accompanying disclosure statement, which propose to fund a
liquidating trust with proceeds from the sale of the Debtors'
assets.  A full-text copy of the Disclosure Statement dated August
15, 2014, is available at http://is.gd/aLMnQP


BAY CLUB PARTNERS: Second Amended Plan Confirmed by Judge
---------------------------------------------------------
U.S. Bankruptcy Judge Randall L. Dunn for the District of Oregon
has entered an order confirming Bay Club Partners-472, LLC's
Second Amended Plan of Reorganization.

The Plan, which was filed August 29, 2014, came on for hearing on
September 5.  Legg Mason Real Estate CDO I, Ltd filed a statement
in support of the Plan.  Trail Ranch Partners filed an objection
to the Plan.

The sole impaired classes, Classes 3 and 4, voted to reject the
Debtor's First Amended Plan, which was filed June 30, 2014.  The
Debtor later filed the Second Amended Plan, which reflects a
settlement and compromise between Debtor and CDO, the holder of
the Class 3 claim and the controlling vote in Class 4.

The judge confirmed the Second Amended Plan, ruling that it
complies with Section 1129(a) of the Bankruptcy Code.

The Effective Date of the Second Amended Plan is September 8,
2014.

CDO's Class 3 Secured Claim is Allowed in the amount of
$27,971,415, plus attorneys' fees and costs as allowed by Court
Order pursuant to Local Bankruptcy Rule 2016-1(h).  CDO's
reasonable post-Effective Date fees and costs will be reimbursed
by Reorganized Debtor as set out in the Second Amended Plan and
will not be subject to further Court approval.

The Reorganized Debtor will provide to Equity Security Holders all
documents or reports that Reorganized Debtor provides to CDO at
the same it provides any such documents or reports to CDO.

A copy of the Plan Confirmation Order is available for free at:

        http://bankrupt.com/misc/Bay_Club_Plan_Order.pdf

                     The Chapter 11 Plan

Bay Club Partners-472, LLC, filed with the Bankruptcy Court its
Second Amended Plan of Reorganization on August 29, 2014.  The
Plan amends certain treatment of claims and other provisions in
connection with the sale of the building and real property located
at 2121 W. Main St., Mesa, Arizona 85201, known as Midtown on
Main.

With the exception of ordinary course of business administrative
expense claims, the Plan provides that the Allowed Administrative
Expense Claims will be limited to the professional fees and costs
incurred by Tonkon Torp, LLP and Maginnis & Carey, LLP, and
approved by the Court, and United States Trustee fees.

Legg Mason Real Estate CDO I, Ltd.'s Allowed Secured Claim is
secured by a perfected security interest in substantially all of
the Debtor's assets, including rents and all accounts.  CDO will
retain its interests in its Collateral with the same priority it
had as of the Petition Date.  CDO's Claim will be an Allowed
Secured Claim in the amount of $27,971,415, plus attorneys' fees
and costs.  Interest will accrue on the unpaid balance of CDO's
Allowed Secured Claim from and after the Effective Date at a fixed
rate equal to 6.75% per annum.  The unpaid balance of CDO's
Allowed Secured Claim will be paid or credited at closing of the
sale of Midtown on Main.  Closing of a sale of Midtown on Main to
a purchaser other than CDO will occur by January 31, 2015,
provided, however, that in the event a signed purchase agreement
is terminated by a potential buyer of Midtown on Main during that
buyer's due diligence period, then the Closing Date will be
extended to March 2, 2015.  If the sale of Midtown on Main has not
closed by January 31, 2015, or any extension thereof, then within
30 days thereafter the Reorganized Debtor will sell and CDO will
purchase Midtown on Main for $30,000,000 less (a) the unpaid
balance owing on CDO's Allowed Secured Claim, including any
accrued and unpaid attorneys' fees and costs; and (b) the Allowed
Unsecured Claims assigned of record to CDO.  CDO will have an
Allowed Unsecured Claim totaling $167,900.27 plus interest
accruing at the rate of 3% per annum from the Effective Date.

Each holder of an Allowed Class 4 General Unsecured Claim will be
paid in full in Cash within 15 days of the closing of the sale of
Midtown on Main, together with interest accruing from the
Effective Date at a fixed rate of 3.0% per annum.

Morrison Ekre & Bart Management Services, Inc., will remain the
property manager at least until the sale of Midtown on Main.  The
Debtor has executed an Exclusive Listing Agreement-Sale with
Collier's International AZ, LLC, and Colliers has commenced
marketing Midtown on Main.  The Reorganized Debtor will sell
Midtown on Main on or before the Closing Date.  If a sale is not
closed by the Closing Date, then the Reorganized Debtor will sell
and CDO will purchase Midtown on Main for $30,000,000 less a
credit for the unpaid balance owing on CDO's Allowed Secured Claim
including all accrued interest, attorneys' fees and costs, and
CDO's Allowed Unsecured Claims.

The Reorganized Debtor will make distributions to Equity Security
Holders as provided in the Debtor's Organizational Documents after
Class 3 and 4 Allowed Claims have been paid in full.  The
Bankruptcy Court will have and retain full and exclusive
jurisdiction to resolve all disputes relating to distributions to
Equity Security Holders.

                         About Bay Club

Bay Club Partners-472, LLC, was formed to renovate and operate the
residential property at 2121 W. Main St., Mesa, Arizona, known as
Midtown on Main Street.  The property has 470 rental units and
offers residents amenities including a fitness center, spa,
clubhouse, three swimming pools, a covered play area, assigned
parking, and 24-hour emergency maintenance services.  As of the
bankruptcy filing, the Debtor has leased 91% of the apartments.

Bay Club filed a Chapter 11 bankruptcy petition (Bankr. D. Ore.
Case No. 14-30394) on Jan. 28, 2014.  The Debtor disclosed
$28,247,787 in assets and $27,311,084 in liabilities as of the
Chapter 11 filing.  The case has been assigned to Judge Randall L.
Dunn.  Attorneys at Tonkon Torp LLP serve as counsel to the
Debtor.

The U.S. Trustee has not appointed a committee of unsecured
creditors.

Legg Mason Real Estate CDO I, Ltd., is represented in the case by
Laura J. Walker, Esq., at Cable Huston LLP.


BELLISIO FOODS: Moody's Lowers Corporate Family Rating to B3
------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Bellisio Foods, Inc. to B3 from B2, as well as its Probability
of Default Rating to B3-PD from B2-PD. The rating outlook is
maintained at stable. As a result of this rating action, the
company's senior secured credit facilities consisting of a $279
million US term loan, a $20 million CAD term loan, and a $30
million revolving credit facility have been downgraded to B3 from
B2. The downgrade in the company's ratings is largely driven by
the company's recent decline in profitability, which is only
expected to improve modestly over the near term, resulting in
credit metrics that are unlikely to return to levels appropriate
for the B2 rating category for the foreseeable future.

The following ratings have been downgraded at Bellisio Foods,
Inc.:

Corporate Family Rating to B3 from B2;

Probability of Default Rating to B3-PD from B2-PD;

$30 million senior secured revolving credit facility due 2018 to
B3 (LGD3) from B2 (LGD4);

$279 million senior secured term loan due 2019 to B3 (LGD3) from
B2 (LGD4); and

$20 million CAD senior secured term loan due 2019 to B3 (LGD3)
from B2 (LGD4).

The rating outlook is maintained at stable

Ratings Rationale

The B3 Corporate Family Rating reflects Bellisio's aggressive
growth strategies and financial policies, as well as its sizeable
debt levels and thin operating margins, which result in relatively
weak credit metrics. The company's leverage as measured by Moody's
adjusted debt-to-EBITDA was approximately 5.5 times at July 13,
2014. This represents an increase from 4.6 times at April 20, 2014
pro-forma to reflect a full year of the recent Overhill and Austin
acquisitions. Moody's views current leverage to be high,
considering the company's exposure to commodity costs and a
challenging industry segment. Leverage increased during the first
half of 2014 as profitability suffered from the dilutive effect of
the acquisitions, rising input costs, and pricing pressure.
Similarly, cash flows have been impacted by one-time costs in the
first half of the year stemming from post acquisition integration
efforts and start up costs for a new product line. Moody's expects
that free cash flow generation will improve as integration costs
and new product rollout expenses ease in the second half of 2014.
Nonetheless, Moody's estimates that these factors will continue to
constrain the company's profitability and cash flow during the
next twelve months, which supports Moody's expectation that the
company's credit metrics will not improve materially over this
period.

The rating benefits from the company's well-established market
position in the value segment of the frozen dinner and entr'e
market and increasing presence in the premium segment. Key drivers
of profitability improvement over time will be organic growth
initiatives (i.e. line extensions from acquired licenses), new
licensing arrangements, growth in the co-packing and private label
business and further expansion into underpenetrated/new
distribution channels. In the near-term, top-line growth and
profitability are expected to be supported by a new product line
rollout and lower capital investments in the second half of 2014.

Bellisio is expected to have only an adequate liquidity profile in
the near-term, largely because of the partial drawing of its $30
million revolver. Moody's expects an improvement in liquidity
during the next 12 months as the company reduces revolver
reliance. Moody's estimates that cushion to financial covenants
prescribed under the credit agreement is currently tight. However,
Bellisio is currently seeking an amendment to increase the net
leverage covenant requirement in its credit facilities. As a
result, the company is expected to remain in compliance with its
financial maintenance covenant during the next twelve months.

The stable outlook reflects Moody's expectation that financial
leverage will remain elevated during the next twelve months. Also,
while operating margins remain exposed to commodity price
volatility, cost management efforts and organic growth initiatives
are expected to help offset the potential impact of any future
cost pressures. The stable outlook also assumes the company will
maintain at least $10 million of liquidity.

Although not anticipated in the near term, the ratings could be
upgraded if operating margins are in the mid-single digits and
debt-to-EBITDA is sustained below 4.5 times. In addition, Moody's
would expect the company to generate positive free cash flow on an
annual basis.

The ratings could be downgraded if Bellisio's profitability
materially declines, resulting in a debt-to-EBITDA ratio sustained
above 6.5 times, or if the company's liquidity profile
deteriorates. Potential causes include further tightening of
margins as a result of the company's inability to pass through
large commodity cost increases, missteps in integration efforts or
implementing new product initiatives.

The principal methodology used in this rating was the Global
Packaged Goods published in June 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Bellisio Foods, Inc. produces more than 200 frozen entrees and
snacks in the value segment under the Michelina's brand, including
Authentico, Traditional, Lean Gourmet and Zap'Ems Gourmet. The
company also has a more limited though increasing presence in the
premium frozen entree arena with exclusive licenses to the Boston
Market and Chili's brands. In addition, the company generates
roughly 20% of its revenues from producing co-packed and private
label frozen foods. Centre Partners Management, LLC and affiliates
(Centre Partners) acquired Bellisio in December 2011.


BOMBARDIER RECREATIONAL: Bank Debt Trades at 3% Off
---------------------------------------------------
Participations in a syndicated loan under which Bombardier
Recreational Products is a borrower traded in the secondary market
at 97.83 cents-on-the-dollar during the week ended Friday, Oct. 3,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 0.67 percentage points from the previous week, The
Journal relates.  Bombardier Recreational pays 300 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 15, 2019, and carries Moody's B1 rating and Standard &
Poor's BB- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.


BPZ RESOURCES: S&P Assigns 'CCC+' CCR; Outlook Developing
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating to BPZ Resources Inc.  The outlook is developing.

At the same time, S&P assigned its 'CCC' issue rating, one notch
lower than the corporate credit rating, to the company's proposed
$150 million senior secured notes due 2019.

S&P expects BPZ to primarily use net proceeds from the debt
offering to refinance its existing debt and for general corporate
purposes, including working capital and future capital spending.

"The ratings on BPZ reflect our view of the company's
participation in the volatile and capital-intensive oil and gas
E&P industry; its small and geographically concentrated asset base
and production solely in Peru (where we consider country risk to
be moderately high); and the risks inherent in operating in a
largely unproven area, with high operating costs and limited
infrastructure," said Standard & Poor's credit analyst Susan Ding.
The ratings also reflect S&P's view of BPZ's aggressive growth
strategy, which entails high capital spending plans; significant
debt leverage; and the company's dependence on favorable business,
financial, and economic conditions to maintain sufficient
liquidity and meet its financial commitments.

S&P views BPZ's business risk profile as "vulnerable," given its
very small and geographically concentrated asset and production
base.  BPZ's proved reserve base totaled about 16.1 million
barrels of oil equivalent (boe) at year-end 2013, of which only
about 20% was proved developed.  The company reported that proved
reserves consisted of 100% oil, which we view as a positive rating
factor because of the currently robust oil pricing environment.
The company's production base is small but growing, with current
production close to 2,400 boe per day (net) in the third quarter
to date.  S&P expects production to grow in excess of 3,000 boe
per day by year-end 2014.

The outlook is developing, reflecting S&P's view that it could
either raise or lower the rating over the next 12 months depending
on the company's success in refinancing its debt, securing
additional liquidity to fund future capital spending, and
increasing oil and gas production and reserves.

S&P would lower the rating if the company were unable to secure
additional liquidity sources to fund its aggressive capital
spending plans or sustain satisfactory operating performance.

S&P would consider a positive rating action if the company were
able to refinance successfully and expand its oil and gas reserves
and production while sustaining adequate liquidity.


BROWN MEDICAL: Unsecured Creditors Overwhelmingly Support Plan
--------------------------------------------------------------
Brown Medical Center, Inc.'s Chapter 11 plan was accepted by all
but one unsecured creditors who voted on the Plan.  The 42
unsecured creditors (Class 3) who submitted "yes" votes assert
$3,473,270 in claims, constituting 99.8% of the claims of the
voting creditors.  The Plan was proposed by Elizabeth Guffy, the
bankruptcy trustee.

According to the ballot report, ballots on account of two
unsecured claims each in the amount of $4 million from Northwest
Hand Center, P.A., were not counted as Northwest's claims were
filed late and were not allowed.

Holders of secured claims (Class 2) and subordinated claims (Class
4) were entitled to vote on the Plan but there are no claims in
those classes.

Equity holders (Class 5), which won't be receiving anything, were
not asked to submit ballots as they are deemed to reject the Plan.

                        The Chapter 11 Plan

Under the Plan, the remaining assets, including cash and the right
to receive a portion of the net proceeds from ongoing collection
of accounts receivable, will vest in the "liquidating debtor" --
the company after the effective date of the plan.

The Plan divides claims and equity interests into five classes.
Class 1, which is comprised of priority non-tax claims, will be
paid in full from available cash.

Secured claims in Class 2 will receive either the proceeds of any
collateral sold or liquidated after full payment of superior
liens, or any unsold collateral securing those claims.

Meanwhile, the Plan proposes to distribute available cash pro rata
to creditors holding general unsecured claims in Class 3.  After
payment in full of all general unsecured claims, each holder of a
subordinated claim in Class 4 will receive a pro rata share of
available cash.

Class 5, which is comprised of equity interests in BMC, will be
canceled as of the effective date of the plan.  Any available cash
after full payment of subordinated claims will be distributed pro
rata to holders of equity interests.

A full-text copy of the disclosure statement is available without
charge at http://is.gd/6CvPE2

                        About Brown Medical

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities.  The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.

In November 2013, the Bankruptcy Court approved the appointment of
Elizabeth M. Guffy as Chapter 11 trustee.  The trustee hired
Porter Hedges LLP, led by Joshua W. Wolfshohl, Esq., John F.
Higgins, Esq., and James Matthew Vaughn, Esq., Nick D. Nicholas,
Esq., J. Patrick LaRue, Esq., and Craig M. Bergez, as counsel.
The trustee tapped The Claro Group, LLC, as financial advisor and
consultant.

In its schedules, Brown Medical listed $13,807,746 in assets and
$27,716,168 in liabilities.  Brown Medical owes Crown Financial
Funding, LP, the primary secured creditor, pursuant to a pre-
bankruptcy promissory note in the original principal amount of
$2 million, which indebtedness is secured by a security agreement
from Allied Center for Special Surgery, Scottsdale, LLC covering
accounts and accounts receivable which the Debtor has the right to
collect.


BROWN MEDICAL: Trustee Wants to Sell Furniture and Equipment
------------------------------------------------------------
Elizabeth M. Guffy, the Chapter 11 trustee of Brown Medical
Center, Inc., asks the United States Bankruptcy Court for the
Southern District of Texas for an expedited authority to sell a
small amount of miscellaneous furniture, fixtures, and equipment
in two lots to Sidus Enterprises, LLC and Surgeons Practice
Solutions, LLC free and clear of all liens, claims, and
encumbrances for a purchase price of $6,585 and $1,745,
respectively.

The Chapter 11 Trustee also seeks authority to sell additional
furniture, fixtures, and equipment to Sidus and Surgeons, provided
that the fair purchase price for any single item is, in the
Trustee's sole discretion and opinion, less than $500.  The
proposed sales to Sidus and Surgeons remain subject to higher and
better bids prior to entry of an order granting the Motion.

The Trustee believes that purchase prices offered by Sidus and
Surgeons are higher than the estate would receive if these items
were auctioned at Webster's Auction Palace.

                       About Brown Medical

Houston, Texas-based Brown Medical Center, Inc., is a management
company that historically served as the epicenter of the operating
business enterprise directly or indirectly owned or controlled by
Michael Glyn Brown, including six surgery centers and related
facilities.  The Company sought protection under Chapter 11 of the
Bankruptcy Code on Oct. 15, 2013 (Case No. 13-36405, Bankr.
S.D.Tex.).  The case is assigned to Judge Marvin Isgur.

Brown Medical Center is represented by Spencer D. Solomon, Esq.,
at Nathan Sommers Jacobs, P.C., in Houston, Texas.

In November 2013, the Bankruptcy Court approved the appointment of
Elizabeth M. Guffy as Chapter 11 trustee.  The trustee hired
Porter Hedges LLP, led by Joshua W. Wolfshohl, Esq., John F.
Higgins, Esq., and James Matthew Vaughn, Esq., Nick D. Nicholas,
Esq., J. Patrick LaRue, Esq., and Craig M. Bergez, as counsel.
The trustee tapped The Claro Group, LLC, as financial advisor and
consultant.

In its schedules, Brown Medical listed $13,807,746 in assets and
$27,716,168 in liabilities.  Brown Medical owes Crown Financial
Funding, LP, the primary secured creditor, pursuant to a pre-
bankruptcy promissory note in the original principal amount of $2
million, which indebtedness is secured by a security agreement
from Allied Center for Special Surgery, Scottsdale, LLC covering
accounts and accounts receivable which the Debtor has the right to
collect.


BUDD CO: Sues ThyssenKrupp Over Tax-Sharing Agreement
-----------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Budd Co., which sold or closed most of its
operations in 2006, sued to prevent parent ThyssenKrupp AG from
doing anything to destroy or diminish the value of its tax losses.

According to the report, Budd said that its chief restructuring
officer learned "very recently" about a tax-sharing agreement with
Essen, Germany-based ThyssenKrupp and the agreement requires
ThyssenKrupp to pay Budd to the extent the parent uses Budd's
losses to offset tax liabilities incurred by affiliates covered by
the consolidated tax return.  The bankrupt company asked the judge
to block ThyssenKrupp from selling any of its ownership interest
in Budd or modifying the tax-sharing agreement, the report
related.

The lawsuit is Budd Co. v. ThyssenKrupp AG (In re Budd Co.), 14-
ap-00684, U.S. Bankruptcy Court, Northern District of Illinois
(Chicago).

                     About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in
liabilities as of the Chapter 11 filing.

The Hon. Jack B. Schmetterer oversees the case.  The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.

The U.S. Trustee appointed five individuals to serve on the
Committee of Executive & Administrative Retirees.  The Segal
Company (Eastern States), Inc. serves as the Committee's actuarial
consultant.  The Committee retained Solic Capital Advisors, LLC as
its financial advisor.

Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois,
represents the ad hoc committee of asbestos personal injury
claimants.


BUDD CO: Thyssen to Maintain the Status Quo on Tax Losses
---------------------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reports
that ThyssenKrupp AG agreed to maintain the status quo on tax
losses in light of Budd Co.'s lawsuit seeking to block its parent
from selling stock or doing anything else that might diminish the
value of tax losses.  According to the report, the bankruptcy
court in Chicago is set to issue a ruling on Oct. 27 on Budd's
request for preliminary injunction.

The lawsuit is Budd Co. v. ThyssenKrupp AG (In re Budd Co.), 14-
ap-00684, U.S. Bankruptcy Court, Northern District Illinois
(Chicago).

                     About The Budd Company

The Budd Company, Inc., a former supplier to the automotive
industry, filed for chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle
potential claims against its parent, ThyssenKrupp AG.

The company -- which ceased manufacturing operations in 2006 and
does not have any current employees, facilities or customers --
has obligations consisting largely of medical and other benefits
to approximately 10,000 former employees.

Liabilities amount to approximately $1 billion with assets of
approximately $400 million.  Most of the debt consists largely of
medical and other benefits to approximately 10,000 former
employees.

The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in
liabilities as of the Chapter 11 filing.

The Hon. Jack B. Schmetterer oversees the case.  The Debtor has
tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright
PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as
noticing, claims and balloting agent, and Conway MacKenzie
Management Services, LLC's Charles M. Moore as CRO.

The U.S. Trustee appointed five individuals to serve on the
Committee of Executive & Administrative Retirees.  The Segal
Company (Eastern States), Inc. serves as the Committee's actuarial
consultant.  The Committee retained Solic Capital Advisors, LLC as
its financial advisor.

Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois,
represents the ad hoc committee of asbestos personal injury
claimants.


CAESARS ENTERTAINMENT: Bank Debt Due Sept. 2020 Trades at 5% Off
----------------------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
95.57 cents-on-the-dollar during the week ended Friday, October 3,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 1.57 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 600 basis points
above LIBOR to borrow under the facility. The bank loan matures on
Sept. 24, 2020, and carries Moody's B2 rating and Standard &
Poor's CCC+ rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.


CAESARS ENTERTAINMENT: Bank Debt Due March 2017 Trades at 6% Off
----------------------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
94.55 cents-on-the-dollar during the week ended Friday, October 3,
2014, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 0.94 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 600 basis points
above LIBOR to borrow under the facility. The bank loan matures on
March 1, 2017, and carries Moody's Caa2 rating and Standard &
Poor's CCC- rating.  The loan is one of the biggest gainers and
losers among 205 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.


CAESARS ENTERTAINMENT: 2 Atlantic City Entities Seen to Fail
------------------------------------------------------------
A gaming analyst is certain that Caesars Entertainment Corp.'s
Bally's and Caesars casino entities would go bankrupt, Josh Kosman
at the New York Post reports.

"The bankruptcy is coming -- no question," the NY Post quoted the
analyst as saying.

Citing the analyst, the NY Post relates that the likelihood of the
bankruptcy vastly increased after Apollo Global Management got the
go-signal to transfer control of its Caesars customer loyalty
program away from Caesars Entertainment.

According to the report, sources said that Caesars Entertainment
would like to avoid making the $250 million payment due its junior
creditors in December.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies.  Caesars casino resorts operate under the Caesars,
Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names.
The Company has its corporate headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's in mid-November
2010.

Caesars Entertainment reported a net loss of $2.93 billion in
2013, as compared with a net loss of $1.50 billion in 2012.  As of
June 30, 2014, the Company had $27.06 billion in total assets,
$29.64 billion in total liabilities and a $2.57 billion
total deficit.

                           *     *     *

As reported by the TCR on April 9, 2013, Moody's Investors Service
downgraded Caesars Entertainment Corporation's Corporate Family
Rating to Caa2.

"The downgrade of Caesars' ratings considers that its same store
EBITDA growth in 2012-2013 has failed to materialize to any
significant degree, and so Caesars' credit metrics have
deteriorated and its free cash flow deficit will be higher than
Moody's previous expectations," stated Moody's analyst Peggy
Holloway.

In the April 10, 2014, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiaries, Caesars Entertainment Operating Co. (CEOC) and
Caesars Entertainment Resort Properties (CERP), as well
as the indirectly majority-owned Chester Downs and Marina, to
'CCC-' from 'CCC+'.  The downgrade reflects S&P's expectation that
Caesars' capital structure is unsustainable, and the amount of
cash the company will burn in 2014 and 2015 creates conditions
under which S&P believes a restructuring of some form is
increasingly likely over the near term absent an unanticipated
significantly favorable change in operating performance.

As reported by the TCR on May 1, 2014, Fitch Ratings had
downgraded the Issuer Default Ratings (IDRs) of Caesars
Entertainment Corp (CEC) and Caesars Entertainment
Operating Company (CEOC) to 'CC' from 'CCC'.


CALIFORNIA COMMUNITY: May Use California Bank's Cash Collateral
---------------------------------------------------------------
California Community Collaborative Inc. informed the U.S.
Bankruptcy Court for the Eastern District of California that it
entered into an agreement with California Bank & Trust to use cash
collateral.

The Debtor said that, for the period Oct. 1, 2014, until Dec. 31,
2014, it may use rents collected from the property to pay
administrative expenses and operating expenses in the ordinary
course of the Debtor's business which are identified in the
corporate operating budget that is available for free at
http://is.gd/dDX6aI

The Debtor told the Court that, no later than Oct. 15, 2014, and
again no later than Nov. 15, 2014, and Dec. 15, 2014, it will pay
the bank, from segregated account, the sum of $31,500.  This
turnover of rents is intended as adequate protection for the
bank's interest in the property and the cash collateral.
Furthermore, the bank will be granted a replacement lien and
security interest in and to all assets to which its prepetition
lien would have attached but for the filing of the Debtor's
bankruptcy case.

The Court has previously authorized the Debtor to use cash
collateral from July 1, 2014, to Sept. 30, 2014.

California Bank is the holder of a promissory note and related
loan documents under which the Debtor's financial obligation to
the bank is secured by a first deed of trust against the property
recorded in the Official Records of San Bernardino County,
California, on Sept. 22, 2008.  After the Debtor's failure to pay
the full amount owing under the loan documents when due and after
an agreed period of forbearance by the bank had expired, the bank
in June 2014 initiated an action against the Debtor and others in
the San Bernardino County Superior Court, seeking judicial
foreclosure as to the property and other relief, according to
court documents.

California Bank retained as counsel:

  Reed S. Waddel, Esq.
  Christopher D. Crowell, Esq.
  FRANDZEL ROBINS BLOOM & CSATO
  6500 Wilshire Boulevard
  Seventeenth Floor
  Los Angeles, CA 90048-4920
  Tel: (323) 852-1000
  Fax: (323) 651-2577
  Email: rwaddell@frandzel.com
         ccrowell@frandzel.com

                    About California Community

California Community Collaborative, Inc., filed a Chapter 11
bankruptcy petition (Bankr. E.D. Cal. Case No. 14-26351) on
June 17, 2014.  Merrell G. Schexnydre, the company's president,
signed the petition.  The Debtor estimated assets of at least
$10 million and liabilities of $1 million to $10 million.  The
Debtor is represented by Meegan, Hanschu & Kassenbrock.  Judge
Christopher M. Klein presides over the case.


CASELLA, NH: Moody's Assigns B2 Rating on $11MM Revenue Bonds
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Casella Waste's
proposed $11 million Business Finance Authority State of New
Hampshire Solid Waste Disposal Revenue Bonds (NH bonds). Moody's
also affirmed the company's B3 Corporate Family and B3-PD
Probability of Default ratings. Moody's also affirmed the B2
ratings on the company's Vermont Economic Development Authority
and Finance Authority of Maine bonds, as well as the Caa1 ratings
on the company's senior subordinated bonds. Half of the proceeds
of the NH bonds will be applied to reduce revolver draw and the
other half will refinance previously sold New Hampshire bonds
issued in 2013 with floating interest rates. The rating outlook is
stable.

Ratings Rationale

The B3 Corporate Family Rating reflects Moody's expectation for
about $10 million free cash flow in 2015, the company's high
leverage (6.0x on a Moody's adjusted basis) and high capex which
is typical for solid waste companies (9-10% of revenue). Moody's
debt adjustments are relative sizable (adding about .7x of
leverage) due to the long duration future lease obligation
stemming from the company's lease obligation for several publicly
owned landfills. Underutilization of disposal assets will continue
to weigh on profitability (5% operating margins projected for
2015, compared to 17% Moody's projects for industry leader Waste
Management) leading to weak EBIT interest coverage of .8x.
Operational improvement initiatives, including increasing landfill
volumes to the company's Western New York assets, the end of the
punitive 'take or pay' contract in Massachusetts (which could
yield up to 1% margin benefit) during 2015 should lead to benefits
in 2016 and beyond.

In addition to the sale of the New Hampshire bonds, Casella is
also selling $25 million of New York State Environmental
Facilities Corporation Solid Waste Disposal Revenue Bonds (NYS
bonds) whose proceeds will be applied to reduce revolver cash draw
by that amount while utilizing that amount of letters of credit
which backstop the NYS bonds. As a result, the issue of these
unrated bonds will not improve the company's liquidity until a
future period when the bonds are exchanged for fixed rate debt not
backstopped by the revolver.

Liquidity: liquidity is adequate, as indicated by the SGL-3
Speculative Grade Liquidity rating. Following the issue of the NH
bonds, the company will have around $50 million available to draw
on its revolver with covenant cushion ample.

The stable outlook reflects 2-3% revenue growth for 2015 due to
very low volume and price growth Moody's expects for the solid
waste industry. The $10 million free cash flow in 2015 is likely
to be applied to debt reduction.

A meaningful expansion of the company's operating footprint beyond
New England and New York should lead to a ratings upgrade.
Alternatively, expectation for leverage sustained below 5.0x, high
single digit percent free cash flow to debt, and EBITDA margin
close to 25% would likely lead to a ratings upgrade. A resumption
of revenue decreasing, free cash flow declining to $0, or uncured
covenant violations would likely lead to a ratings downgrade.

Ratings:

Assigned:

Issuer: New Hampshire (State of) Business Fin. Auth

  $11 million Business Solid Waste Disposal Revenue Bonds:
  assigned B2/ LGD3

Affirmed:

Issuer: Casella Waste Systems, Inc.

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Speculative Grade Liquidity Rating, Affirmed SGL-3

Senior Subordinated Regular Bond/Debenture Feb 15, 2019,
Affirmed Caa1/LGD5

Issuer: Maine Finance Authority

Senior Unsecured Revenue Bonds Jan 1, 2025, Affirmed B2/LGD3

Issuer: Vermont Economic Development Authority

Senior Unsecured Revenue Bonds Apr 1, 2036, Affirmed B2/LGD3

Outlook: Stable

The principal methodology used in these ratings was Environmental
Services and Waste Management Companies published in June 2014.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Casella, based in Rutland Vt., collects and disposes of municipal
solid and construction waste, specialty waste primarily from
energy drilling activities, and collects, processes and sells
recyclable waste. Revenue for the twelve months ending July 31,
2014 was $510 million.


CONSECO LIFE: Moody's Withdraws Ba1 Insurance Strength Rating
-------------------------------------------------------------
Moody's Investors Service has withdrawn the Ba1 insurance
financial strength rating (stable outlook) of Conseco Life
Insurance Company (CLIC). On July 1, 2014, CLIC was sold by CNO
Financial Group, Inc. (Ba2 corporate family rating, positive
outlook) to Wilton Reassurance Company (unrated).

Ratings Rationale

Moody's has withdrawn the ratings due to its own business reasons.

Regulatory Disclosures

For any affected securities or rated entities receiving direct
credit support from the primary entity(ies) of this rating action,
and whose ratings may change as a result of this rating action,
the associated regulatory disclosures will be those of the
guarantor entity. Exceptions to this approach exist for the
following disclosures, if applicable to jurisdiction: Ancillary
Services, Disclosure to rated entity, Disclosure from rated
entity.


CRS HOLDING: Creative Recycling Closes Durham Operations
--------------------------------------------------------
Creative Recycling Systems has shut down its Durham facility,
Amanda Jones Hoyle, staff writer at the Triangle Business Journal,
reports, citing Ed Brown, a real estate broker with NAI Carolantic
Realty who represents the owners of the Keystone industrial
buildings.

Mr. Brown told The Business Journal that Creative Recycling still
has some equipment in its warehouse building in Keystone
Industrial Park, but all of its workers are gone.  According to
the report, the company has stopped paying the landlord.

The Business Journal relates that Creative Recycling listed
through court filings 11 locations that it would shut down
immediately, but an attorney for the receiver at the time said
that the Durham facility was expected to remain open.

                   About CRS Holding of America

CRS Holding of America, LLC, operates a full service electronics
recycling business, providing e-waste recycling solutions for
organizations of all sizes.  CRS's offerings are designed to meet
customers' demand for data security and environmental compliance.

CRS Holding and 21 subsidiaries sought Chapter 11 protection
(Bankr. M.D. Fla. Case No. 14-bk-10142) in Tampa, Florida, on Aug.
29, 2014.

CRS disclosed $812,470 in assets and $37,560,321 in liabilities as
of the Chapter 11 filing.  The Debtors' outstanding loan balances
to secured creditors are: Regions Bank, $15 million; JY Creative
Holdings, Inc. $6.8 million; and Intersection, LLC, $250,000.  The
Debtors estimate that general unsecured claims total $5 million.

The cases are assigned to Judge K. Rodney May.

The Debtors have tapped Shumaker, Loop & Kendrick, LLP, as
counsel.


CRUMBS BAKE SHOP: Deregisters All Securities
--------------------------------------------
Crumbs Bake Shop, Inc. on September 30, 2014, filed a Form 15 with
the Securities and Exchange Commission pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended,
voluntarily deregistering all of its securities which were
registered under the Securities Act of 1933, as amended. The
Company does not intend to file periodic or current reports or
furnish or file other information with the Securities Exchange
Commission or to its stockholders.

                       About Crumbs Bake Shop

Crumbs Bake Shop, Inc., and 22 of its affiliates filed separate
Chapter 11 bankruptcy petitions (Bankr. D. N.J. Lead Case No. 14-
24287) on July 11, 2014.  John D. Ireland signed the petitions as
chief financial officer.  Crumbs Bake Shop estimated assets of $10
million to $50 million and the same range of liabilities.

Cole, Schotz, Meisel, Forman & Leonard, P.A., acts as the Debtors'
counsel.  Prime Clerk LLC is the Debtors' claims and noticing
agent.  Judge Michael B. Kaplan oversees the jointly administered
cases.

The U.S. Trustee appointed three creditors to serve in the
Official Committee of Unsecured Creditors.   Sharon L. Levine,
Esq., at Lowenstein Sandler LLP serves as Committee's counsel.

                           *     *     *

On July 7, 2014, the Board of Directors of Crumbs Bake Shop
determined to cease operations effective immediately.  The Board's
determination was made after the Company lacked sufficient
liquidity to maintain current operations.

On the petition date, Crumbs entered into an Asset Purchase
Agreement through which Lemonis Fischer Acquisition Company, LLC,
a joint venture created by Marcus Lemonis LLC and Fischer
Enterprises, L.L.C., will acquire the Crumbs' business as part of
the Company's Chapter 11 filing.  Lemonis Fischer Acquisition is
represented by Louis Price, Esq., at McAfee & Taft PC.

On Aug. 29, 2014, Crumbs Bake Shops completed the sale of its
assets for a credit bid of $7,140,000 and the assumption of
various liabilities.  There are no cash proceeds and the credit
bid resulted in the repayment of all indebtedness to Lemonis
Fischer Acquisition, which held a first priority security interest
in the assets of the Company. The Company's remaining assets will
be liquidated and the proceeds thereof will be utilized to pay
unsecured liabilities in accordance with applicable law and
certain advisors' fees and expenses. The Company does not expect
that there will be any proceeds available for distribution to
shareholders.


CYANCO INTERMEDIATE: S&P Revises Outlook to Neg. & Affirms 'B' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Cyanco Intermediate Corp. to negative from stable.  At the same
time, S&P affirmed all ratings, including its 'B' corporate credit
rating on the company.

"The outlook revision reflects Cyanco's weaker-than-expected
operating performance in recent quarters and our expectation that
Cyanco's estimated EBITDA for the quarter ended Sept. 30, 2014,
will also be weak," said Standard & Poor's credit analyst Liley
Mehta.  For the 12 months ended June 30, 2014, debt leverage was
6.2x, and S&P expects the company's leverage to remain at similar
levels at year-end 2014.  The lower-than-expected EBITDA in 2014
was primarily the result of the company's slower expansion in
international markets, limited pricing flexibility, and lower
production levels.

S&P estimates that the company's operating performance in 2015
will improve over the prior year, albeit remain weaker than S&P's
prior expectations, as the company attempts to increase sales
volumes and profitability through improved product mix.  S&P
estimates credit ratios will remain in the "highly leveraged"
range and that leverage and funds from operations (FFO) will be
approximately 5x to 5.5x and around 10%, respectively, by the end
of 2015.  This is based on these assumptions:

   -- Modest top-line growth and gradually improving EBITDA
      margins.

   -- Positive free cash flow with excess cash flow applied toward
      term loan debt reduction.

   -- No dividends or acquisitions.

S&P's anchor of 'b' is based on its assessment of a "weak"
business risk profile and a "highly leveraged" financial risk
profile for the company.  This combination results in a 'b/b-'
anchor outcome.  S&P's selection of 'b' reflects its belief that
the company's credit metrics will improve and be better than most
'B-' rated credits. No modifiers were used for the rating.

S&P views Cyanco Intermediate Corp.'s business risk profile as
"weak," reflecting its narrow focus as a producer of sodium
cyanide used by the gold mining industry, high customer
concentration, limited operating track record at the new Houston
facility, dependence on Ascend Performance Materials LLC (Ascend),
and reliance on two manufacturing sites.  Disruption to either
site or unexpected setbacks in production levels at the Houston
facility could constrain the company's earnings.  The company's
narrow business focus is partially offset by contractual
arrangements with customers for most of its sales that allow for
cost pass-through on a timely basis, well-established customer
relationships, and attractive operating margins.

The negative outlook reflects S&P's assessment that Cyanco will
not be able to improve EBITDA and decrease leverage to 5x to 5.5x
by the end of 2015.  S&P could consider lowering the ratings if
operating performance fails to improve, resulting in leverage
sustained above 6x, or if covenant headroom remains tight and
liquidity becomes more constrained.  S&P believes this could occur
if the company's operating performance remains weak or
deteriorates further because of a significant operating disruption
to its manufacturing site, potential supply issues with Ascend, or
the loss of a key customer, or if the company's financial policy
becomes more aggressive, likely from not reducing debt with excess
cash flow or from increasing debt to fund a debt-financed dividend
or acquisition.

Based on S&P's downside scenario, it could consider a downgrade if
revenues decline by 5% or more, or if the EBITDA margins decline
by 200 basis points or more from S&P's current expectations.  At
that point, S&P would expect the funds from operations (FFO) to
debt ratio to drop to the mid-single-digit area, and total debt to
EBITDA to be over 6x on a sustained basis.

Given the current liquidity status and limitations in the
company's business risk profile, highlighted by its limited
product, customer, and heavy dependence on a single supplier at
its manufacturing site, S&P views an upgrade over the next year as
unlikely.  Moreover, the company's ownership by a financial
sponsor and its very aggressive financial policy as evidenced by a
$75 million dividend distribution in late Dec. 2013 limit upside
potential.  Based on S&P's scenario forecasts it could consider a
higher rating if the company achieves adequate liquidity and ample
cushion with respect to covenant compliance, and the FFO to debt
ratio 15% to 20% and debt to EBITDA of between 4x to 4.5x on a
sustained basis.


DELUXE CORPORATION: Moody's Hikes Corporate Family Rating to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded Deluxe Corporation's corporate
family rating (CFR) to Ba1 from Ba2. The senior notes maturing in
2019 and 2020 were affirmed at Ba2 and the outlook was changed to
stable from positive.

The upgrade of the CFR reflect the reduction in leverage to 1.5x
as of Q2 2014 pro-forma for the October 2014 note repayment at
maturity with $125 million in cash and a $135 million draw on its
revolver. Also included in the rating, is the conservative
financial policy of management, stability of operations (despite
the secular pressure on Deluxe's check business) that allow for
good EBITDA margins and very strong free cash flow.

The senior notes due in 2019 and 2020 were affirmed at current
levels due to the repayment of the structurally junior 2014 senior
unsecured notes that provided lift to the 2019 and 2020 notes that
have a guaranty from Deluxe's material subsidiaries, while the
2014 notes did not.

Issuer: Deluxe Corporation

Corporate Family Rating, upgraded to Ba1 from Ba2

Probability of Default Rating, upgraded to Ba1-PD from Ba2-PD

Speculative Grade Liquidity Rating, affirmed SGL-2

$253.5 million 5.125% senior unsecured notes due 10/1/2014, B1
(LGD5) withdrawn on 10/1/14 due to repayment

$200 million 7% senior notes due 3/15/19, affirmed Ba2 (LGD5
changed from LGD3)

$200 million 6% senior notes due 11/15/20, affirmed Ba2 (LGD5
changed from LGD3)

Outlook, changed to stable from positive

Ratings Rationale

Deluxe's Ba1 CFR reflects the reduction of its leverage ratio from
2.3x at the end of 2011 to 1.5x as of Q2 2014 (pro-forma for the
note repayment), largely due to debt repayment and EBITDA growth.
The conservative financial policies of the company that has led to
debt reduction and increased free cash flow as a percentage of
debt to over 25% is also included in the rating. Additional
support comes from its strong market position, growth in its small
business services segment, stable EBITDA margin, and its track
record of successfully integrating acquisitions. In 2013, the
company reduced expenses by approximately $55 million and
maintained its adjusted EBITDA margin of around 25% over the LTM
ending Q2 2014. The margin was in line with the prior year, but
significantly improved from 2008 when the margin was below 20%.
Over the rating horizon, Moody's anticipates revenue growth in the
low single digits and an EBITDA increase in the low to mid single
digits. Moody's expect leverage to decline as the revolver is paid
down, but anticipate that more free cash flow will be directed to
stock buybacks and dividends than it has in the past. Deluxe also
benefits from Moody's expectation that it will be able to maintain
its market share in the check printing business over the
intermediate to long term.

Also reflected in the rating, is the ongoing pressure on the
company's check business (which accounted for 56% of its revenue
in 2013), the commodity nature of its forms business (which makes
up 13% of revenue), and the competitive environment in these
industries. In addition, Deluxe faces execution risks associated
with its strategy to further diversify the business into marketing
solutions and other services. While the company generates
meaningful positive free cash flow after dividends (over $175
million LTM Q2 2014), Moody's expects Deluxe will continue to
reinvest a portion of its cash back into the business through
acquisitions and initiatives to drive organic growth and diversify
its business lines. Due to secular pressures on Deluxe's check
business, it will need to maintain a more conservative profile
than comparably-rated issuers.

Moody's anticipates Deluxe will maintain a good liquidity profile,
as evidenced by its SGL-2 rating, and expects very strong free
cash flow generation from its mix of mature and developing
businesses. Moody's projects free cash flow of over $175 million
per year over the rating horizon, more than sufficient to fund
interest expense and small to moderate sized acquisitions or
investments. Moody's expects that Deluxe will continue to make
dividend payments (the dividend rate was increased by 20% in April
2014), spend $40 million in capex, repurchase shares, and pursue
additional modest sized acquisitions.

The company's $350 million (unrated) revolving credit facility,
which matures February 2019, will have $202 million of
availability following the $135 million draw to fund the 2014 note
repayment. The revolver provides incremental liquidity to cover
acquisitions, fund seasonal working capital and letters of credit.
Covenants under the revolving credit facility include a 3.25x
maximum net Total Debt-to-EBITDA ratio (as defined, temporarily
increasing to 3.50x for certain acquisitions) and a minimum 3.25x
EBIT-to-interest expense. Moody's expects the company to maintain
a substantial cushion of compliance with its financial covenants.

The senior notes due 2019 and 2020 are each rated Ba2, one level
below the CFR given the senior secured revolving credit facility
in the capital structure. Although the notes are unsecured, they
benefit from a pari passu guaranty of Deluxe's material
subsidiaries.

The stable ratings outlook reflects Moody's view that Deluxe will
continue to maintain a good liquidity profile, with low single
digit revenue growth and low to mid single digit EBITDA growth.
Continued cost reductions and growth of marketing solutions within
its Small Business Services segment should allow Deluxe to manage
the continued decline in check volume under the most likely
scenario.

An upgrade to investment grade would require a significant
diversification of the business away from its core check printing
and printed form business without a deterioration of its existing
financial metrics. An increased business scale would also be
supportive.

The ratings could experience downward pressure if declines in
check order volumes accelerate meaningfully above current rates,
debt-to-EBITDA exceeds 1.75x from earnings declines or a
leveraging transaction, or if free cash flow-to-debt declines
below 15%.

The principal methodology used in this rating was Global
Publishing Industry published in December 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Deluxe Corporation, headquartered in St. Paul, MN, uses direct
marketing, distributors and a North American sales force to
provide a wide range of customized products and services to its
customers. The company has been diversifying from its legacy
printed-check business into a growing suite of business services,
including logo design, payroll, web design and hosting, business
networking, marketing, and other web-based services focused on
small businesses. In the financial services industry, Deluxe sells
check programs, fraud prevention, software solutions, customer
loyalty, and retention programs to banks. Deluxe also sells
personalized checks, accessories and other services directly to
consumers. Revenue for LTM ended Q2 2014 totaled $1.6 billion.


DEX MEDIA EAST: Bank Debt Trades at 9% Off
------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 91.40 cents-on-
the-dollar during the week ended Friday, October 3, 2014 according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 3.25
percentage points from the previous week, The Journal relates.
Dex Media East LLC pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2016.  The
bank debt carries is not rated by Moody's rating and Standard &
Poor's rating.  The loan is one of the biggest gainers and losers
among 212 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


DREIER LLP: Founder Emerging from Prison to Testify in Court
------------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Marc Dreier, the admitted Ponzi schemer, will
be transported from federal prison in Minnesota to New York so he
can testify in a trial about the defunct law firm he founded.
According to the report, a federal district judge rejected
Dreier's plea to avoid the trip to New York where he will be
shackled throughout.

              About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Diamond McCarthy LLP.  Dickstein Shapiro LLP is the
trustee's special trial counsel.

Wachovia Bank National Association; the Dreier LLP Chapter 11
Trustee; and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier
pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.

The May 15, 2014, edition of The Troubled Company Reporter said
the Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York confirmed the second amended Chapter
11 plan of liquidation filed by Sheila M. Gowan, the Chapter 11
trustee for Dreier LLP, and the Official Committee of Unsecured
Creditors.


ECHO THERAPEUTICS: Retains PwC as Restructuring Consultant
----------------------------------------------------------
Echo Therapeutics, Inc. on Oct. 2 disclosed that the Company has
retained PricewaterhouseCoopers LLP's Restructuring and Recovery
Services Practice (PwC) as a financial and restructuring
consultant to assist the Company in exploring financial and
strategic alternatives that could sufficiently address its
liquidity needs and allow it to resume operations.  Such financial
and strategic alternatives could include, but are not limited to,
a sale of intellectual property and other assets, a merger, other
business combination, a capital transaction and/or a voluntary
petition for reorganization or liquidation pursuant to the U.S.
Bankruptcy Code.

On September 23, 2014, Echo disclosed that it had suspended its
product development, research, manufacturing and clinical programs
and operations to conserve its liquidity and capital resources.
The workforce reduction due to the suspension of operations
comprised approximately 70% of Echo's workforce.  Any resumption
of operations would be dependent on Echo's ability to identify a
strategic or financial alternative that would provide Echo with
committed and sufficient third-party funding.  No assurances can
be given that Echo will be able to identify a strategic or
financial alternative that would provide Echo with funding
sufficient to enable Echo to resume its operations.

Echo cautions its stockholders and others considering trading in
its securities that PwC's engagement and Echo's review of
financial and strategic alternatives with their assistance is only
in its beginning stages.  Echo will proceed in an orderly and
timely manner to consider possible financial and strategic
alternatives for the Company and their implications.  However, no
assurances can be given as to whether any particular financial or
strategic alternative for Echo will be recommended or undertaken
or, if so, upon what terms and conditions.  If Echo is unable to
identify an acceptable financial or strategic alternative that
sufficiently addresses Echo's liquidity needs, Echo could be
forced to file for protection under the U.S. Bankruptcy Code.
Echo currently does not intend to make any further public
announcement regarding its review of possible financial and
strategic alternatives until this evaluation process has been
completed.

                      About Echo Therapeutics

Echo Therapeutics (NASDAQ: ECTE) is a medical device company.  It
was developing its Symphony(R) CGM System as a non-invasive,
wireless, continuous glucose monitoring system for use initially
in the critical care setting.  A significant longer-term
opportunity may also exist for Symphony to be used in the hospital
beyond the critical care setting, as well as in the outpatient
setting.  Echo also developed its needle-free skin preparation
device as a platform technology that allowed for enhanced skin
permeation enabling extraction of analytes, such as glucose, and
enhanced delivery of topical pharmaceuticals.


ECHO THERAPEUTICS: Comments on Goldbergs Public Statements
----------------------------------------------------------
Echo Therapeutics, Inc. on Oct. 2 commented on the recent
unauthorized public statements relating to Echo that have been
made by Michael Goldberg M.D. and Shepard M. Goldberg, two members
of the Echo Board of Directors that were either designated or
nominated to the Echo Board by an affiliate of Platinum Management
(NY) LLC.  In recent weeks, the Goldbergs have engaged in numerous
unauthorized public communications targeted at Echo stockholders,
the trading markets and the media.  These have included an
unauthorized public "investor" conference call during which the
Goldbergs made a presentation relating to Echo, unauthorized press
releases discussing Echo and other unauthorized statements by
which the Goldbergs have sought to relay to Echo stockholders
information relating to Echo, its prospects and its financing and
strategic alternatives.

Echo issued the following statement: "We are extremely
disappointed that the Goldbergs have engaged in such unauthorized
and irresponsible actions, actions that have the potential to
confuse and mislead our stockholders as well as the stock market.
These actions not only violate our Board's policies but also call
into question the Goldbergs' understanding of the duties and
responsibilities of directors of a Nasdaq-listed, publicly-traded
company.  Stockholders are advised that neither Echo nor the
Echo Board have authorized or approved the Goldbergs' recent
public "investor" conference call, presentations, the statements
made by the Goldbergs during such call, the various press releases
issued by the Goldbergs and any other communications that the
Goldbergs have targeted at investors, the trading markets or the
media.  Stockholders are further advised that all such
communications by the Goldbergs have been made solely in their
individual capacities and not as authorized representatives of
Echo or the Echo Board.  Echo specifically disclaims (i) any
responsibility for the Goldbergs' public statements,
communications and other unauthorized actions, (ii) any
responsibility for the accuracy of any of the information relating
to Echo, its prospects or its financing and strategic alternatives
that is disseminated by the Goldbergs or those that may be acting
in concert with the Goldbergs and (iii) any obligation to correct
any false and misleading statements and disclosures that may be
issued by the Goldbergs or those that may be acting in concert
with the Goldbergs."

                      About Echo Therapeutics

Echo Therapeutics (NASDAQ: ECTE) is a medical device company.  It
was developing its Symphony(R) CGM System as a non-invasive,
wireless, continuous glucose monitoring system for use initially
in the critical care setting.  A significant longer-term
opportunity may also exist for Symphony to be used in the hospital
beyond the critical care setting, as well as in the outpatient
setting.  Echo also developed its needle-free skin preparation
device as a platform technology that allowed for enhanced skin
permeation enabling extraction of analytes, such as glucose, and
enhanced delivery of topical pharmaceuticals.


ENDEAVOUR INT'L: Moody's Affirms 'Ca' Corp. Family Rating
---------------------------------------------------------
Moody's Investors Service downgraded Endeavour International
Corporation's Probability of Default Rating (PDR) to C-PD/LD from
Ca-PD. Moody's affirmed Endeavour's Ca Corporate Family Rating
(CFR), the Ca rating on its First Priority senior notes, and C
rating on its Second Priority senior notes. The Speculative Grade
Liquidity Rating remains SGL-4 and the outlook remains negative.

This rating action is in response to the company not making
required interest payments within the contractual grace period on
some of its senior and convertible notes outstanding, which
Moody's views as a limited default. If Endeavour files for
bankruptcy following the expiration of its forbearance agreement,
then the PDR will be lowered to D and the ratings withdrawn
shortly thereafter.

Rating Actions:

Downgrades:

Issuer: Endeavour International Corporation

Probability of Default Rating, Downgraded to C-PD/LD from Ca-PD

Outlook Actions:

Issuer: Endeavour International Corporation

Outlook, Remains Negative

Affirmations:

Issuer: Endeavour International Corporation

Senior Unsecured Regular Bond/Debenture (Local Currency) Jun 1,
2018, Affirmed C (LGD5)

Senior Unsecured Regular Bond/Debenture (Local Currency) Mar 1,
2018, Affirmed Ca (LGD4)

Rating Rationale

On September 30, 2014, Endeavour disclosed that it had entered
into an amended and restated credit agreement providing $440
million of senior secured term loans to repay the borrowings on
its existing credit agreement, monetary production payments,
certain other obligations and to provide liquidity to the company.
Endeavour also entered into forbearance agreements with holders of
a majority of its $404 million 12% First Priority Notes due March
2018, $150 million 12% Second Priority Notes due June 2018, and
$17.5 million 6.5% Convertible Senior Notes due November 2017.
Under these agreements the note holders agreed to forbear from
exercising remedies against the company arising from the failure
by the company to make required interest payments on the notes
(following the 30 day grace period that ended October 1, 2014) and
other matters arising out of the amended credit agreement.

The forbearance agreement expires on October 7, 2014. Endeavour
stated that it remains engaged in discussions with representatives
of certain holders of its various classes of indebtedness
regarding a debt restructuring plan that would be affected by the
company pursuant to a Chapter 11 filing. The downgrade of the PDR
to C-PD/LD reflects the company's default on its rated notes and
certain unrated convertible notes and the continued high risk of a
bankruptcy filing in the near term. The CFR and notes ratings
reflect this high probability of default and Moody's view on the
potential recoveries.

The principal methodology used in this rating was Global
Independent Exploration and Production Industry published in
December 2011. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.

Endeavour International Corporation is an independent exploration
and production company headquartered in Houston, Texas.


ENERGY FUTURE: Signs Bidders to Confidentiality Agreements
----------------------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reports
that CenterPoint Energy Inc., NextEra Energy Inc., Warren
Buffett's Berkshire Hathaway Inc. and Hunt Consolidated Inc. are
among at least 10 prospective buyers who signed confidentiality
agreements allowing them to examine nonpublic information about
the Oncor electric distribution business of bankrupt Energy Future
Holdings Corp.  According to the report, first bids are due
Oct. 23.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).  The Debtors are seeking to have their cases
jointly administered for procedural purposes.

As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4
billion in book value and total liabilities of $49.7 billion.  The
Debtors have $42 billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors.  The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring.  The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.


ENERGY FUTURE: Bondholders Say $4B Tender Opens 'Pandora's Box'
---------------------------------------------------------------
Law360 reported that Energy Future Holdings Corp. senior
bondholders urged an appellate judge to undo a settlement that
partially repaid $4 billion in debt through a tender offer,
arguing that such offers have no place in Chapter 11 proceedings.
According to the report, indenture trustee Trust Co. of Delaware
argued that allowing debtors to execute tender offers for their
own securities outside of a Chapter 11 plan will subject
bondholders to a "Pandora's box" of abusive behavior.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).  The Debtors are seeking to have their cases
jointly administered for procedural purposes.

As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4
billion in book value and total liabilities of $49.7 billion.  The
Debtors have $42 billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors.  The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring.  The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.


ENERGY FUTURE: U.S. Trustee Objects to Proposed Bonuses
-------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
Roberta A. DeAngelis, U.S. Trustee assigned to the Chapter 11
cases of Energy Future Holdings Corp. and affiliates, object to
the energy supplier's proposal to pay about $80 million in bonuses
to top executives.  According to the DBR report, the U.S. Trustee
said the real cost of the proposed bonus programs is $40 million.

As previously reported by The Troubled Company Reporter, citing
The Wall Street Journal, reported that Energy Future is seeking to
pay as much as $18 million or more in bonuses to 26 top
executives, with one major program to pay out a maximum of $15.8
million, if executives hit their top goals.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).  The Debtors are seeking to have their cases
jointly administered for procedural purposes.

As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4
billion in book value and total liabilities of $49.7 billion.  The
Debtors have $42 billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors.  The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring.  The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.


ENERGY FUTURE: Is Test Case for Coercive Tenders
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Energy Future Holdings Corp. will give U.S. District
Judge Richard G. Andrews in Delaware an opportunity to decide
whether a so-called coercive tender offer is permissible during
Chapter 11 reorganization when it might not be possible outside of
bankruptcy.  If the procedure is allowed, an indenture trustee for
secured bondholders said, it "will open a Pandora's Box of
coercive tender offers in Chapter 11," the report related.

                       About Energy Future

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

On April 29, 2014, Energy Future Holdings and 70 affiliated
companies sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 14-10979) after reaching a deal with some key
financial stakeholders to keep its businesses operating while
reducing its roughly $40 billion in debt.

The Debtors' cases have been assigned to Judge Christopher S.
Sontchi (CSS).  The Debtors are seeking to have their cases
jointly administered for procedural purposes.

As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4
billion in book value and total liabilities of $49.7 billion.  The
Debtors have $42 billion of funded indebtedness.

EFH's legal advisor for the Chapter 11 proceedings is Kirkland &
Ellis LLP, its financial advisor is Evercore Partners and its
restructuring advisor is Alvarez & Marsal.  The TCEH first lien
lenders supporting the restructuring agreement are represented by
Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor,
and Millstein & Co., LLC, as financial advisor.

The EFIH unsecured creditors supporting the restructuring
agreement are represented by Akin Gump Strauss Hauer & Feld LLP,
as legal advisor, and Centerview Partners, as financial advisor.
The EFH equity holders supporting the restructuring agreement are
represented by Wachtell, Lipton, Rosen & Katz, as legal advisor,
and Blackstone Advisory Partners LP, as financial advisor.  Epiq
Systems is the claims agent.

Wilmington Savings Fund Society, FSB, the successor trustee for
the second-lien noteholders owed about $1.6 billion, is
represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and
Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S.
Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq.,
Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq.

An Official Committee of Unsecured Creditors has been appointed in
the case.  The Committee represents the interests of the unsecured
creditors of ONLY of Energy Future Competitive Holdings Company
LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings
Company LLC; and EFH Corporate Services Company, and of no other
debtors.  The Committee has selected Morrison & Foerster LLP and
Polsinelli PC for representation in this high-profile energy
restructuring.  The lawyers working on the case are James M. Peck,
Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at
Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K.
Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at
Polsinelli PC.


ENERGY TRANSFER: Bank Debt Trades at 3% Off
-------------------------------------------
Participations in a syndicated loan under which Energy Transfer
Equity LP is a borrower traded in the secondary market at 97.38
cents-on-the-dollar during the week ended Friday, October 3, 2014
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease
of 0.77 percentage points from the previous week, The Journal
relates.  Energy Transfer pays 250 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Nov. 15,
2019, and carries Moody's Ba2 rating and Standard & Poor's BB
rating.  The loan is one of the biggest gainers and losers among
212 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


ENTEGRA TC: Prepack Reorganization Plan Takes Effect
----------------------------------------------------
Entegra TC LLC, along with certain of its direct and indirect
subsidiaries on Oct. 3 disclosed that the Debtors' Joint Modified
Prepackaged Plan of Reorganization Under Chapter 11 of the
Bankruptcy Code has become effective and the Company has
successfully emerged from chapter 11 less than two months after
filing voluntary petitions for relief under chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.  The Company's chapter 11 cases are jointly
administered under Case No. 14-11859 (PJW).

"Today marks the start of a new chapter for Entegra," said
Michael R. Schuyler, the Company's Chief Executive Officer.  "With
the completion of our financial restructuring, we have established
the financial stability needed to optimally manage Entegra's
assets and to maximize value for our stakeholders."

In connection with the Plan, the Company successfully completed a
balance sheet restructuring, which significantly improved the
Company's capital structure by eliminating more than $700 million
in funded debt obligations and improved the Company's liquidity by
extending the maturity dates thereunder.

Mr. Schuyler added, "With the support of our investors, vendors,
and lenders, and the determination and hard work of our valued
employees, we are pleased that Entegra has successfully navigated
the chapter 11 process in less than two months while operating our
business as usual and without interruption."

For additional information concerning the Company's restructuring
you may contact Prime Clerk LLC, the Company's claims, notice, and
solicitation agent, by calling the Company's restructuring hotline
at (855) 934-8766.

O'Melveny & Myers LLP is serving as the Company's legal advisor
and Houlihan Lokey Capital, Inc. is serving as the Company's
financial advisor.  Skadden, Arps, Slate, Meagher & Flom LLP
represents a consortium of lenders -- comprising 100% of the
Company's second lien lenders and approximately 85% of its third
lien lenders -- who agreed to support the Plan.

                          About Entegra

Entegra is an independent power company that owns and operates one
of the largest gas-fueled power stations in the United States,
located in El Dorado, Arkansas.  It also owns one-half of a
similar sized, gas-fueled power station located in Gila Bend,
Arizona.  The Company markets electric power from these two power
stations to wholesale customers in the southeastern and
southwestern United States.  The Company also owns and operates
the 42 mile Trans-Union Interstate Pipeline, which flows gas from
Louisiana to the station in Arkansas.  The Company's corporate
headquarters and asset management group are based in Tampa,
Florida.


ESTERLINE TECHNOLOGIES: Barco Deal No Impact on Moody's Ba1 CFR
---------------------------------------------------------------
Moody's Investors Service said that the EUR150 million
(approximately US$200 million) planned acquisition of publicly-
traded Belgium-based Barco N.V.'s aerospace & defense display
businesses by Esterline Technologies Corporation is credit
positive. However, Esterline's ratings including its Ba1 Corporate
Family Rating ("CFR"), Ba2 unsecured notes rating, SGL-2
speculative grade liquidity rating and stable outlook are
unaffected.  Esterline expects the transaction to close in
December or January.

Esterline Technologies Corporation, headquartered in Bellevue WA,
serves primarily aerospace and defense customers with products for
avionics, propulsion and guidance systems. The company operates in
three business segments: Avionics and Controls, Sensors and
Systems and Advanced Materials. Revenues for the twelve months
ending August 1, 2014 totaled $2.1 billion.


EXIDE TECHNOLOGIES: To Sell TCEQ Credits to Element Markets
-----------------------------------------------------------
Exide Technologies sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to enter into a
stalking-horse purchase and sale agreement for the sale of up to
49.8 tons of Texas Commission on Environmental Quality Dallas-Fort
Worth nitrogen oxide emission reduction credits (amount subject to
confirmation by the TCEQ) subject to higher and better proposals
and approving the Bidding Procedures in connection with the sale.

The Court approved bid protections in favor of Element Markets,
the stalking horse bidder.  In the event the Debtor sells the ERCs
to another party, Element Markets will receive a break-up fee of
$25,000 and expense reimbursement of up to $15,000.

The Debtor will sell the Assets free and clear of all interest,
liens, and encumbrances.  The Assets are sold "as is, where is."

Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in Wilmington, Delaware -- anthony.clark@skadden.com --
asserts that the Agreement, which the Debtor signed on Sept. 11,
2014, with Element Markets, LLC, reflects the best bid to purchase
the Assets out of multiple offers, and the $961,140 aggregate
purchase price ($19,300 per ton of TCEQ nitrogen oxide emission
reduction credits) in the Agreement presently falls within the
Debtor's authority to sell assets without further order of the
Court under the De Minimis Sale Order.  A copy of the Agreement is
available for free at:

      http://bankrupt.com/misc/Exide_TCEQSale_09112014.pdf

The Debtor has determined that the Sale is in the best interests
of the estate.  In particular, since the Debtor discontinued its
lead recycling operations in Texas, it has no way to use the
Assets except to monetize them through a sale before the credits
expire.  Because they are listed on the TCEQ Certificates
Registry, the Assets effectively have been on the market since the
fourth quarter of 2013.

An auction with respect to the Sale was tentatively set to
commence on October 2, 2014.  In the event that the Debtor selects
a sale with another party or if there are any sale objections
filed by Oct. 7, 2014 at 4:00 p.m., the Court will hold a sale
hearing on Oct. 14, 2014 at 11:00 a.m. (prevailing Eastern time).

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent.  Schnader Harrison Segal & Lewis LLP was
tapped as special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.  Geosyntec Consultants was
tapped as environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


EXIDE TECHNOLOGIES: Expects to Consummate Plan or Sale by March 31
------------------------------------------------------------------
Exide Technologies on September 30, 2014, presented to various
lenders under its super priority debtor-in-possession credit
facility information regarding a proposed eighth amendment to the
DIP.

Exide said in a news statement it already has obtained consent to
the maturity extension from JPMorgan, the DIP credit facility's
agent bank, along with support from holders of a substantial
percentage of the DIP facility's term loans. Exide expects to
receive approval of the amendment from the balance of its lenders
by this week. No bankruptcy court approval is required for the
maturity date extension; approval of other elements of the
amendment will be considered by the bankruptcy court at an October
31 hearing.

The Company had received a Plan of Reorganization proposal from
certain noteholders holding a substantial portion of the principal
amount of its senior secured notes and DIP term loans and
continues to negotiate with the noteholders regarding a modified
version of that proposal that would allow Exide to emerge from
Chapter 11 substantially in its current form -- operating across
all business segments. Exide is working toward a modified proposal
that would pay or re-finance the existing DIP facility and provide
additional capital to fund its reorganization. The proposed
maturity extension allows additional time to complete those
negotiations.

While Exide and its noteholders remain primarily dedicated to
reorganizing and emerging from Chapter 11 through a Plan of
Reorganization, the Company and its Board of Directors also intend
to explore other strategic alternatives should the parties be
unable to reach agreement for a reorganization structure by
November 17, 2014.

For the Plan of Reorganization Process, Exide intends to seek
court approval of a disclosure statement by January 15, 2015, and
obtain confirmation of a Chapter 11 plan by March 10, 2015.  Exide
aims to exit bankruptcy protection by March 31.

For the Sale Process, Exide expects to sign a stalking horse
agreement by Dec. 23, 2014, obtain court approval of sale
procedures by Jan. 15 next year, win court approval of the sale by
March 10 and consummate the sale transaction by end of March.

Exide is asking its lenders to sign off on amendments to the DIP
loan.  The amendments include:

     -- extending the maturity date to March 31, 2015, in line
with the planned bankruptcy exit or consummation of an asset sale;

     -- removal of the minimum EBITDA covenant;

     -- increase of the minimum liquidity covenant to $50 million,
a $15 million increase; and

     -- inclusion of a $25 million liquidity covenant provisoin
for US operations.

The negative covenants will also be revised in this manner:

     -- Permitted asset sale basket of $25 million removed with
exception for Nox credit sale process recently approved by the
Court

     -- Tighten permitted debt baskets

The presentation also provides that ABL Lenders may extend with
the following proposed modifications:

     -- Revolver commitment reduced to $200 million ($25 million
reduction)

     -- Ability to exercise remedies at the direction of Required
Revolver Lenders (instead of Required Lenders) in effect under
certain circumstances if the Plan of Reorganization not delivered
in accordance with adjusted milestones

     -- Cash anti-hoarding provision

     -- Refreshed field exam and inventory appraisal update by
Sept. 30

     -- Termination of the delivered stalking horse agreement
shall be an event of default

A copy of that presentation is available at http://is.gd/YA7SoC

                     About Exide Technologies

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and
distributes lead acid batteries and other related electrical
energy storage products.

Exide first sought Chapter 11 protection (Bankr. Del. Case No.
02-11125) on April 14, 2002 and exited bankruptcy two years after.
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl &
Jones LLP represented the Debtors in their successful
restructuring.

Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No.
13-11482) on June 10, 2013.  Exide disclosed $1.89 billion in
assets and $1.14 billion in liabilities as of March 31, 2013.

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.

For the new case, Exide has tapped Anthony W. Clark, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang
Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial
advisor; Sitrick and Company Inc. as public relations consultant
and GCG as claims agent.  Schnader Harrison Segal & Lewis LLP was
tapped as special counsel.

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co-counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.  Geosyntec Consultants was
tapped as environmental consultants to the Committee.

Robert J. Keach of the law firm Bernstein Shur as fee examiner has
been appointed as fee examiner.  He has hired his own firm as
counsel.


FAIRFIELD SENTRY: Can Back Out of Deals If Better Offers Show Up
----------------------------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reports
that the U.S. Court of Appeals in Manhattan said the bankruptcy
trustee for Fairfield Sentry Ltd. can back out of an agreement if
unforeseen events make possible a better deal elsewhere.
According to report, the liquidator for Fairfield Sentry, which
was one of Bernard L. Madoff's victims, agreed to sell the fund's
$230 million claim in the Madoff liquidation for 32.125 percent to
Farnum Place LLC.

The case is Krys v. Farnum Place LLC (In re Fairfield Sentry
Ltd.), 13-3000, U.S. Court of Appeals for the Second Circuit
(Manhattan).

                     About Fairfield Sentry

Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands.  It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City.  Fairfield Sentry and other Greenwich funds had among the
largest exposures to the Bernard L. Madoff fraud.

Fairfield Sentry Limited filed for Chapter 15 protection (Bankr.
S.D.N.Y. Case No. 10-13164) on June 14, 2010.

Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.

On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of US$3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Mr. Madoff's
arrest in December 2008.  Since 1995, the Fairfield funds
invested about US$4.5 billion with BLMIS.

Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.


FORTESCUE METALS: Bank Debt Trades at 3% Off
--------------------------------------------
Participations in a syndicated loan under which Fortescue Metals
Group Ltd is a borrower traded in the secondary market at 97.75
cents-on-the-dollar during the week ended Friday, October 3, 2014
according to data compiled by LSTA/Thomson Reuters MTM Pricing and
reported in The Wall Street Journal.  This represents a decrease
of 0.84 percentage points from the previous week, The Journal
relates.  Fortescue Metals pays 325 basis points above LIBOR to
borrow under the facility.  The bank loan matures on June 13,
2019, and carries Moody's Ba2 rating and Standard & Poor's BB
rating.  The loan is one of the biggest gainers and losers among
212 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


FRAGER LAW FIRM: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: The Frager Law Firm, PC
           dba Law Office of Barry L. Frager
           dba Frager Sutton Haupt
        2 International Plaza Dr, Suite 810
        Nashville, TN 37217

Case No.: 14-07888

Chapter 11 Petition Date: October 2, 2014

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Hon. Keith M Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church St Ste 410
                  Nashville, TN 37219
                  Tel: 615 256-8300
                  Fax: 615 255-4516
                  Email: slefkovitz@lefkovitz.com

Total Assets: $2.22 million

Total Liabilities: $559,157

The petition was signed by Barry L. Frager, president.

A list of the Debtor's 10 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tnmb14-07888.pdf


FREEDOM INDUSTRIES: Defends Chap. 11 Case, CRO's Role
-----------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Freedom Industries Inc. filed papers in court
defending its Chapter 11 case and the role of its chief
restructuring officer in answer to U.S. Bankruptcy Judge Ronald G.
Pearson's Sept. 5 opinion questioning the CRO's tenure and raising
the possibility of converting the Chapter 11 case to liquidation
under Chapter 7.

According to the report, Freedom said in court papers that it's
not a "rogue debtor," having made considerable progress with
guidance from its CRO under circumstances "far from ordinary"
in bankruptcy.  Freedom said the difficulties faced by the CRO to
satisfy environmental compliance obligations and their attendant
costs exceeded reasonable expectations, the report related.

                      About Freedom Industries

Freedom Industries Inc., is engaged principally in the business of
producing specialty chemicals for the mining, steel and cement
industries.  The Debtor operates two production facilities located
in (a) Nitro, West Virginia; and (b) Charleston, West Virginia.

The company, connected to a chemical spill that tainted the water
supply in West Virginia, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan.
17, 2014.  The case is assigned to Judge Ronald G. Pearson.  The
petition was signed by Gary Southern, president.

The Debtor is represented by Mark E Freedlander, Esq., at McGuire
Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson,
Esq., at Barth & Thompson, in Charleston, West Virginia.

On Dec. 31, 2013, four companies merged under the umbrella of
Freedom Industries: Freedom Industries Inc., Etowah River Terminal
LLC, Poca Blending LLC and Crete Technologies LLC.

As reported in the Troubled Company Reporter on Feb. 20, 2014,
Kate White, writing for The Charleston Gazette, reported that the
Debtor disclosed $16 million in assets and $6 million in
liabilities when it filed for bankruptcy.

On Feb. 5, 2014, the U.S. Trustee appointed an official committee
of unsecured creditors.  The Committee retained Frost Brown Todd
LLC as counsel.

On March 18, 2014, the Bankruptcy Court approved the hiring of
Mark Welch at MorrisAnderson in Chicago as Freedom's chief
restructuring officer.


FREEFALL ADVENTURES: Case Summary & 8 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Freefall Adventures
        300 Dahlia Street
        Williamstown, NJ 08094

Case No.: 14-30235

Nature of Business: Skydiving

Chapter 11 Petition Date: October 2, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Hon. Andrew B. Altenburg Jr.

Debtor's Counsel: Lewis G. Adler, Esq.
                  LAW OFFICE OF LEWIS ADLER
                  26 Newton Ave
                  Woodbury, NJ 08096
                  Tel: 856-845-1968
                  Fax: 856-848-9504
                  Email: lewisadler@verizon.net

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by John Eddowes, authorized individual.

A list of the Debtor's eight largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb14-30235.pdf


FREEFALL EQUIPMENT: Case Summary & 3 Top Unsecured Creditors
------------------------------------------------------------
Debtor: Freefall Equipment
        300 Dahlia
        Williamstown, NJ 08094

Case No.: 14-30237

Nature of Business: Skydiving Equipment

Chapter 11 Petition Date: October 2, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Hon. Gloria M. Burns

Debtor's Counsel: Lewis G. Adler, Esq.
                  LAW OFFICE OF LEWIS ADLER
                  26 Newton Ave
                  Woodbury, NJ 08096
                  Tel: 856-845-1968
                  Fax: 856-848-9504
                  Email: lewisadler@verizon.net

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by John Eddowes, president.

A list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb14-30237.pdf


GARLOCK SEALING: Asbestos Claimants Slam Objections to $2.5M Fee
----------------------------------------------------------------
Law360 reported that the asbestos claimants committee in Garlock
Sealing Technologies LLC's bankruptcy case has responded to
Garlock's objection to its $2.5 million fee request, telling a
North Carolina bankruptcy judge that the protest is a transparent,
self-serving attempt to bully the claimants and gain leverage.
According to the report, Caplin & Drysdale attorneys, who
represent the Official Committee of Asbestos Personal Injury
Claimants, said that the debtor has wrongly withheld its monthly
fee requests.

                      About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against EnPro Industries' Garlock Sealing Technologies LLC
subsidiary at $125 million, consistent with the positions GST put
forth at trial.


GARLOCK SEALING: Spars With Creditors Over Disclosure Material
--------------------------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reports
that Garlock Sealing Technologies LLC filed papers in bankruptcy
court maintaining that the disclosure statement explaining its
reorganization plan should be approved.  The filing, according to
the report, was in response to the official committee of asbestos
personal injury claimants' request for the Debtors to include in
the disclosure statement a lengthy refutation of facts laid out by
Garlock.  Hearings to consider approval of the disclosure
statement are scheduled for Oct. 7 and 8.

                      About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

Judge George Hodges of the United States Bankruptcy Court for the
Western District of North Carolina on Jan. 10, 2014, entered an
order estimating the liability for present and future mesothelioma
claims against EnPro Industries' Garlock Sealing Technologies LLC
subsidiary at $125 million, consistent with the positions GST put
forth at trial.


GENERAL MOTORS: Salaries Busted U.S. Bailout Limit Last Year
------------------------------------------------------------
Jeff Plungis, writing for Bloomberg News, reported that the U.S.
Treasury Department signed off on General Motors Co. pay packages
that broke a pledge to cap cash salaries at $500,000 in most cases
at companies bailed out by the federal government, according to a
watchdog report.  The Bloomberg report said 16 top employees at GM
and the automaker's former lending unit, Ally Financial Inc., were
approved cash salaries of $525,000 to $1.7 million last year, the
Special Inspector General for the Troubled Asset Relief Program
said in a report.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


GENERAL MOTORS: Recalls Another Half-Million Vehicles
-----------------------------------------------------
Jeff Bennett, writing for The Wall Street Journal, reported that
General Motors Co. on Oct. 3 recalled for safety flaws more than
500,000 mostly newer-model vehicles and halted sales of two
important new pickups the auto maker just unveiled in an attempt
to win back the pickup sales crown from rival Ford Motor Co.
According to the report, GM issued a stop-sales notice covering
the 2015 Chevrolet Colorado and GMC Canyon pickups that are newly
arriving at U.S. dealer lots.

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


GLOBAL GEOPHYSICAL: Files Chap. 11 Plan, Disclosure Statement
-------------------------------------------------------------
Global Geophysical Services, et al., filed with the U.S.
Bankruptcy Court for the Southern District in Texas, Corpus
Christi Division, a Chapter 11 plan of reorganization and
accompanying disclosure statement.

The Plan is the result of months of extensive negotiations among
the Company, an ad hoc group of Senior Noteholders, and the
Official Committee of Unsecured Creditors.  Together the Ad Hoc
Group holds approximately 57% of the Senior Notes and
substantially all of the Company?s $151.9 million DIP Loan.  The
culmination of these negotiations was the entry into a Backstop
Conversion Commitment Agreement dated as of Sept. 23, 2014, upon
which the Plan is premised.

The Restructuring will substantially reduce the Company?s debt
burden, enhance its liquidity, and solidify the Company?s long-
term growth and operating performance.  Additionally, it will
provide for a substantial recovery for unsecured creditors in a
Chapter 11 case where the senior secured post-petition lenders
have agreed, with no legal requirement obligating them to do so,
to equitize approximately one-third to one-half of their debt.

The Plan provides, among other things, that the Debtors will:

   (a) enter into Exit Credit Facilities, consisting of a term
       loan of up to $100 million, and a revolving credit facility
       or delayed draw term loan of up to $50 million;

   (b) repay in full the Term A Loans in cash and a portion of the
       Term B Loans in cash and provide new equity for the
       remaining portion of the Term B Loans;

   (c) exchange existing Financial Claims for a combination of new
       equity and warrants;

   (d) offer new equity to certain holders of existing Financial
       Claims in the Rights Offering in exchange for cash; and

   (e) cancel existing equity.

The current holders of Financial Claims will own approximately
11.95% to 32.71% of the new equity of Reorganized GGS (subject to
dilution).  In addition, while the Term B Loans are required under
the Bankruptcy Code to be paid in full in cash in order for the
Company to exit bankruptcy, members of the Ad Hoc Group have
agreed to convert, on a pro rata basis, an amount not less than
$51.9 million and not more than $68.1 million of the Term B Loans,
less any amounts received under a Rights Offering provided in the
Plan, into new equity of Reorganized GGS.

The Debtors intend to present the Disclosure Statement for
approval at a hearing on Oct. 30, 2014, at 10:00 a.m. (Central
Time).  Objections, if any, to the approval of the Disclosure
Statement must be submitted on or before Oct. 22.

A full-text copy of the Disclosure Statement is available at
http://bankrupt.com/misc/AUTOSEISds0924.pdf

The Plan was filed by James R. Prince, Esq., C. Luckey McDowell,
Esq., Omar Alaniz, Esq., and Ian E. Roberts, Esq., at Baker Botts
L.L.P., in Dallas, Texas; and Shelby A. Jordan, Esq., and
Nathaniel Peter Holzer, Esq., at Jordan, Hyden, Womble, Culbreth
& Holzer, P.C., at Corpus Christi, Texas.

             About Global Geophysical, Autoseis et al.

Global Geophysical Services Inc., a provider of seismic data for
the oil and gas drilling industry, sought bankruptcy protection,
intending to reorganize on its own with additional capital or
explore a sale or other transaction.

Based in Missouri City, Texas, Global Geophysical disclosed assets
of $468.7 million and liabilities totaling $407.3 million as of
Sept. 30, 2013.  Liabilities include $81.8 million on a secured
term loan owing to TPG Specialty Lending Inc. and Tennenbaum
Capital Partners LLC.  TPG is the lenders' agent.  Global also
owes $250 million on two issues of 10.5 percent senior unsecured
notes, with Bank of New York Mellon Trust Co. as indenture
trustee.

Global Geophysical and five affiliates, including Autoseis, Inc.
(lead debtor), filed Chapter 11 petitions in Corpus Christi, Texas
(Bankr. S.D. Tex. Lead Case No. 14-20130) on March 25, 2014.

The Debtors are represented by C. Luckey McDowell, Esq., Omar
Alaniz, Esq., and Ian E. Roberts, Esq., at Baker Botts, LLP, in
Dallas, Texas; and Shelby A. Jordan, Esq., and Nathanial Peter
Holzer, Esq., at Jordan, Hyden, Womble, Culbreth, & Holzer, PC in
Corpus Christi, Texas.  Alvarez & Marsal serves as the Debtors'
restructuring advisors, Fox Rothschild Inc. as financial advisor,
and Prime Clerk as claims and noticing agent.

The U.S. Trustee for Region 7, has selected seven creditors to the
Official Committee of Unsecured Creditors.  The Committee tapped
Greenberg Traurig, LLP as counsel; and Lazard Freres & Co. LLC and
Lazard Middle Market LLC, as financial advisors and investment
bankers.

The Ad Hoc Group of Noteholders and the DIP Lenders are
represented by Marty L. Brimmage, Jr., Esq., Charles R. Gibbs,
Esq., Michael S. Haynes, Esq., and Lacy M. Lawrence, Esq., at Akin
Gump Strauss Hauer & Feld LLP.

Prepetition secured lender TPG is represented by David M. Bennett,
Esq., Tye C. Hancock, Esq., and Joseph E. Bain, Esq., at Thompson
& Knight LLP; and Adam C. Harris, Esq., Lawrence V. Gelber, Esq.,
David M. Hillman, Esq., and Brian C. Tong, Esq., at Schulte Roth &
Zabel LLP.


GRIDWAY ENERGY: Seeks January Extension of Plan Deadline
--------------------------------------------------------
Gridway Energy Holdings, et al., ask the U.S. Bankruptcy Court for
the District of Delaware to further extend through Jan. 5, 2015,
the period by which they have exclusive right to file a plan and
through March 6, 2015, the period by which they have exclusive
right to solicit acceptances of that plan.

According to the Debtors, the recent exclusive plan filing period,
which expires on Oct. 7, is not enough time for them to file a
consensual plan as they and their professionals, together with the
Official Committee of Unsecured Creditors and prepetition secured
lender, Vantage Commodities Financial Services I, LLC, expended
time developing a marketing strategy for the Debtors' remaining
assets and a strategy for winding down their Chapter 11 cases,
including, but not limited to, the development of a wind-down
budget.  The extension, the Debtors said, will give them
additional time to complete the marketing and wind-down strategy.

A hearing on the extension request is scheduled for No. 7, 2014,
at 11:00 a.m. (ET).  Objections are due Oct. 15.

                       About Gridway Energy

Gridway Energy Holdings, Inc., and its affiliates, including
Glacial Energy Holdings -- providers of electricity and natural
gas in markets that have been restructured to permit retail
competition -- sought Chapter 11 bankruptcy protection (Bankr. D.
Del. Lead Case No. 14-10833) on April 10, 2014.

The Debtors have 200,000 electric residential customers and 55,000
gash residential customers across the U.S.  A large portion of the
customers' energy consumption and revenue is generated in the
northeast U.S., Ohio, Illinois and Texas (collectively accounting
for 80% of revenue), with the remaining portion coming from
California and other states.

The Debtors blamed the bankruptcy due to lower revenue brought by
increased market competition, which caused the Debtors to default
on certain of their obligations.  Gridway defaulted on $60 million
of debt.

Prepetition, the Debtors negotiated a stock purchase transaction
with an interested buyer.  But in March 2014, the purchaser
withdrew from the transaction because of the large amount of debt
that the purchaser would become liable through a stock
transaction.

The Debtors are represented by Michael R. Nestor, Esq., Joseph M.
Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway
Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A.
Salzberg, Esq., at Patton Boggs LLP.  They employed Omni
Management Group, LLC, as claims and notice agent.

Gridway Energy estimated assets of $500 million to $1 billion and
debt of more than $1 billion.

The Creditors' Committee is represented by Sharon Levine, Esq.,
and Philip J. Gross, Esq., at Lowenstein Sandler LLP; and
Frederick B. Rosner, Esq., and Julia B. Klein, Esq., at The Rosner
Law Group LLC.

Vantage is represented in the case by Ingrid Bagby, Esq., David E.
Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at
Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A.


HAMPDEN COUNTY PHYSICIAN: Case Summary & 20 Top Unsec. Creditors
----------------------------------------------------------------
Debtor: Hampden County Physician Associates, LLC
        354 Birnie Avenue
        Springfield, MA 01107

Case No.: 14-30961

Nature of Business: Health Care

Chapter 11 Petition Date: October 2, 2014

Court: United States Bankruptcy Court
       District of Massachusetts (Springfield)

Judge: Hon. Henry J. Boroff

Debtor's Counsel: Joseph B. Collins, Esq.
                  HENDEL & COLLINS P.C.
                  101 State Street
                  Springfield, MA 01103
                  Tel: (413) 734-6411
                  Email: jcollins@hendelcollins.com

                    - and -

                  Henry E. Geberth, Jr., Esq.
                  HENDEL & COLLINS, P.C.
                  101 State Street
                  Springfield, MA 01103-2006
                  Tel: (413) 734-6411
                  Email: hgeberth@hendelcollins.com

                    - and -

                  Andrea M O'Connor, Esq.
                  HENDEL & COLLINS, P.C.
                  101 State Street
                  Springfield, MA 01103
                  Tel: 413-734-6411
                  Fax: 413-734-8069
                  Email: aoconnor@hendelcollins.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Shamim Najeebi, M.D., CEO.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mab14-30961.pdf


HARRISBURG, PA: Bond Guarantee Could Lead City To Default
---------------------------------------------------------
Lisa Allen, writing for The Deal, reported that Moody's Investors
Service Inc. warned that the city of Harrisburg, Pa., is "likely"
headed for a default under its general obligation guarantee of a
bond insurance that backs a downtown office building, beginning in
2016.  According to the report, Harrisburg avoided a near-term
default on that debt when the Commonwealth of Pennsylvania signed
an agreement to lease part of the office building in the downtown
Strawberry Square complex.  Moody's, however, believes the revenue
from the project will be insufficient to cover debt service, the
report related.

                  About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.  Mr. Unkovic was
replaced by William Lynch as receiver.  In February 2014,
Commonwealth Court Judge Bonnie Brigance Leadbetter granted the
application filed by the Department of Community & Economic
Development Secretary C. Alan Walker to vacate the receivership
for the city of Harrisburg.


HAWAII PACIFIC: S&P Revises Outlook to Neg. & Affirms BB+ Rating
----------------------------------------------------------------
Standard and Poor's Ratings Services revised its outlook to
negative from stable and affirmed its 'BB+' long-term rating on
the Hawai'i State Department of Budget and Finance's  series 2013
special purpose revenue bonds, issued for Hawai'i Pacific
University (HPU).

"The negative outlook reflects our view of declining enrollment,
escalating costs to complete the Aloha Tower Marketplace project,
and weaker than previously projected unaudited fiscal 2014
operations," said Standard & Poor's credit analyst Robert Dobbins.

The management team has revised the strategic plan to focus
current capital expenditures on completing the Aloha Tower
Marketplace project.  Prior capital plans for the Oceanic
Institute (OI) and Hawaii Loa campus have been suspended, with
management scaling back enrollment plans stabilizing headcount at
around 6,000 students (4,500 of which are to be undergrad) from
the previous plan to grow to 10,000 total headcount.  Management
has budged for break-even operations for fiscal 2015 (fiscal 2014
underperformed the $2.0 million budget deficit), which S&P
considers a best case scenario because fall 2014 enrollment has
declined, according to management, and fiscal 2014 operations were
negative including a $3 million unbudgeted, additional endowment
draw that is not expected to occur during fiscal 2015.

"We believe the rating continues to be supported by strong
financial resource ratios for the rating category, even after
factoring in a planned additional debt issuance of around $34
million," added Mr. Dobbins.

Hawai'i Pacific University is a private university founded in 1965
as an independent, nonsectarian liberal arts college.  The
university is accredited by the Western Assn. of Schools and
Colleges.  HPU offers more than 50 undergraduate and 14 graduate
programs at its downtown Honolulu campus and Hawaii Loa campus,
nine miles away in Kaneohe.


HOUSTON REGIONAL: Ex-Astros Owner Objects To Ch. 11 Plan
--------------------------------------------------------
Law360 reported that R. Drayton McLane, Jr., the former owner of
the Houston Astros, told a Texas bankruptcy court that the
proposal to reorganize a troubled regional sports network through
a sale to AT&T Inc. and DirecTV is unfair to his claims against
the network.  According to the report, Mr. McLane filed a
"limited" objection to Houston Regional Sports Network LP's
Chapter 11 plan, saying that while he supports a sale, his claim
against the network for indemnity against a fraud suit the Astros'
current ownership is pursuing against him has been improperly
subordinated.

As previously reported by The Troubled Company Reporter, citing
the Houston Chronicle, testimony in the Chapter 11 bankruptcy case
involving Houston Regional has been postponed from Oct. 2, to
Oct. 6.

             About Houston Regional Sports Network

An involuntary Chapter 11 bankruptcy petition was filed against
Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet
Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013.

The involuntary filing was launched by three units of Comcast/NBC
Universal and a television-related company.  The petitioners are:
Houston SportsNet Finance LLC, Comcast Sports Management Services
LLC, National Digital Television Center LLC, and Comcast SportsNet
California, LLC.

The petitioning creditors have filed papers asking the Bankruptcy
Judge to appoint an independent Chapter 11 trustee "to conduct a
fair and open auction process for the Network's business assets on
a going concern basis."

Houston Regional Sports Network is a joint enterprise among
affiliates of the Houston Astros baseball team, the Houston
Rockets basketball team, and Houston SportsNet Holdings, LLC --
"Comcast Owner" -- an affiliate of Comcast Corporation.  The
Network has three limited partners -- Comcast Owner, Rockets
Partner, L.P., and Astros HRSN LP Holdings LLC.  The primary
purpose of Houston Regional Sports Network is to create and
operate a regional sports programming service that produces,
exhibits, and distributes sports programming on a full-time basis,
including live Astros and Rockets games within the league-
permitted local territories.

Counsel for the petitioning creditors are Howard M. Shapiro, Esq.,
at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster,
Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent
P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at
Davis Polk & Wardwell LLP.

Judge Marvin Isgur presides over the case.

The Network was officially placed into Chapter 11 bankruptcy
pursuant to a Feb. 7 Order for Relief.  It has won approval to
hire Haynes and Boone, Charles A. Beckham, Jr., Esq., Henry
Flores, Esq., Abigail Ottmers, Esq., and Christopher L. Castillo,
Esq., as counsel.  It also hired Conway MacKenzie, Inc., as
financial advisor.

Harry Perrin, Esq., represents Astros owner Jim Crane.  Alan
Gover, Esq., represents the Rockets.

The Astros are represented by Richard B. Drubel, Esq., Colleen A.
Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller
& Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies,
Schiller & Flexner in Washington, DC.  Comcast Corporation and
NBCUniversal Media, LLC, are represented by Vincent P. Slusher,
Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger,
Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq.,
and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and
Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP.  Attorney for McLane
Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq.,
at Fisher Boyd & Huguenard, LLP.


HOWELL TOWNSHIP, MI: Fitch Withdraws 'B+' Implied ULTGO Rating
--------------------------------------------------------------
Fitch Ratings has withdrawn its 'B+' implied unlimited tax general
obligation (ULTGO) bond rating on Howell Township, Michigan as
Fitch no longer considers the rating to be analytically
meaningful.

Fitch previously assigned the implied ULTGO rating in conjunction
with a rating assigned to a series of limited tax general
obligation bonds. Howell Township did a cash defeasance of these
bonds in 2014, which represented its only outstanding debt rated
by Fitch.


IBAHN CORP: Needs Until Next Year to File Plan
----------------------------------------------
iBahn Corporation, et al., ask the U.S. Bankruptcy Court for the
District of Delaware to further extend until Jan. 31, 2015, their
exclusive period to file a plan and until March 31, 2015, their
exclusive period to solicit acceptances of that plan.

The Debtors tell the Court that since the entry of the third
extension order in July, they have resolved two administrative
expense claims and continued to work on wind-down matters.  The
Debtors assert that they need the extension of the exclusive
periods to allow them to evaluate their options for moving forward
in their Chapter 11 cases.

A hearing on the extension request is scheduled for Oct. 28, 2014,
at 9:30 a.m. (prevailing Eastern Time).  Objections are due
Oct. 14.

                           About iBahn Corp.

Salt Lake City, Utah-based IBahn Corp., a provider of Internet
services to hotels, sought bankruptcy protection (Bankr. D. Del.
Case No. 13-12285), citing a loss of contracts with largest
customer Marriott International Inc. and patent litigation costs.
IBahn Chief Financial Officer Ryan Jonson said the company had
assets of $13.6 million and it listed liabilities of as much as
$50 million in the Chapter 11 filing on Sept. 6, 2013.  The
petitions were signed by Ryan Jonson as chief financial officer.
Judge Peter J. Walsh presides over the case.

Laura Davis Jones, Esq., Davis M. Bertenthal, Esq., James E.
O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang,
Ziehl Young & Jones, LLP, serve as the Debtors' counsel.  The
Debtors' claims and noticing agent is Epiq Bankruptcy Solutions.
Epiq also serves as administrative agent.  Houlihan Lokey Capital,
Inc., serves as financial advisor and investment banker.


INEOS GROUP: Bank Debt Trades at 2% Off
---------------------------------------
Participations in a syndicated loan under which Ineos Group Plc is
a borrower traded in the secondary market at 97.81 cents-on-the-
dollar during the week ended Friday, October 3, 2014 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.64
percentage points from the previous week, The Journal relates.
Ineos Group pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 2, 2018, and carries
Moody's Ba3 rating and Standard & Poor's BB- rating.  The loan is
one of the biggest gainers and losers among 212 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


ISAACSON STEEL: Seeks Court Approval of D&O Claims Settlement
-------------------------------------------------------------
Robert M. Bishop, Jack Donovan, and Charles B. Fenderson, in their
capacity as Trustees of the Isaacson Steel Liquidating Trust, ask
approval from the U.S. Bankruptcy Court for the District of New
Hampshire of a comprehensive settlement and release submitted (the
"D&O Claims Settlement"), so that the Trustees can collect and
administer the $2.35 million due thereunder in accordance with the
First Amended Joint Plan of Reorganization for Isaacson Steel,
Inc. and Isaacson Structural Steel, Inc. dated September 25, 2013,
as modified October 18, 2013.

Following the sale of their operating assets, the Debtors' sole
remaining assets were approximately 50 preference or fraudulent
transfer claims (the "Chapter 5 Actions") and certain
negligence/negligent misrepresentation claims against the Debtors'
former directors and officers, which were covered by insurance
(the "D&O Claims").

There were significant disputes between and among the Debtors'
primary secured lender, Passumpsic Savings Bank, the New Hampshire
Business Finance Authority, Turner Construction Company, Inc., the
Debtors, and the Official Unsecured Creditors Committee over the
right to pursue the D&O Claims, the right to and availability of
insurance coverage for the D&O Claims, priority of competing
administrative claims, and several other matters.  The Debtors had
also filed an adversary proceeding against PSB for alleged lending
improprieties and other claims.

In early 2013, faced with an administratively insolvent estate and
the prospect of extended litigation, expense, and uncertainty with
respect to any potential recovery, counsel for virtually all of
the stakeholders in this proceeding -- the Debtors, PSB, the
Committee, the BFA, and Turner -- entered into extended
negotiations that eventually resulted in their August 2013
execution of a Global Settlement Agreement and Stipulation
("GSA").  The GSA provided for the formation of the Trust, which
would oversee the prosecution of the D&O Claims on a combined
basis and the prosecution of the Chapter 5 actions on behalf of
the Debtors' estates, then distribute the net recoveries from each
"pot" to creditors under a negotiated formula.

After approval and service of an appropriate disclosure statement,
the GSA was incorporated into and became the backbone of the Plan,
which was confirmed by the Court on February 6, 2014.  In
accordance with the GSA, the Trust was established in October
2013, and upon confirmation of the Plan, the Trust assumed control
of the Debtors' remaining assets and affairs.

As contemplated by the GSA, the various D&O Claims were prosecuted
by the Trustees, including the already-pending litigation entitled
Passumpsic Saving Bank v. D.J. Driscoll & Company PLLC (a/k/a
Driscoll & Company PLLC) d/b/a Driscoll & Company, Certified
Public Accountants and David Driscoll CPA and Steven Griffin,
Cheshire Superior Court Docket No. 215-2011-CV-00176, and a claim
initiated by the Trustees entitled Isaacson Steel Liquidating
Trust v. Arnold P. Hanson and Sara Marvin, Adv. Proc. No. 14-1029
(the "D&O Litigation").

After extensive discovery and 11th hour pretrial negotiations,
counsel reached an agreement in principle to resolve all matters
asserted in the D&O Litigation.  In late April 2014 settlement
negotiations resumed in earnest with the assistance of a mediator,
and a settlement in principle was reached in early May, under
which the director and officer defendants, (the primary of which
was Steven D. Griffin) would pay $2 million and the Driscoll
Defendants would pay $350,000 to resolve the claims, subject to
appropriate documentation and releases.  Mr. Griffin was the
Debtors' chief financial officer.  After additional negotiation,
the terms of a comprehensive settlement were finally agreed upon
and are set forth in the fully executed Settlement Agreement and
Release.

The Trustees believe that given the risks and uncertainty of any
recovery, the D&O Claims Settlement is more than reasonable, and
will result in a significant recovery for the Trust that would
very likely have been unattainable if the D&O Litigation had been
pursued to verdict.

If the Court were to decline to approve the proposed D&O Claims
Settlement, the Trustees assert, the Trust would have to forgo
collection of $2.35 million, and would instead have to resume
prosecution of the D&O Litigation and prepare for a trial that
would likely be scheduled for early 2015, with any potential
verdict limited to the available recovery under a further-wasted
policy and all of the risks.

            Trustee of Steven Griffin Estate Objects

Timothy P. Smith, in his capacity as Trustee of the Bankruptcy
Estate of Steven Griffin, Bankruptcy Case No. 12-12145-JMD, notes
that the proposed comprehensive settlement of D&O and Related
Claims is signed by a number of parties, including Steven Griffin.

The Griffin Trustee contends that he has not signed the proposed
settlement agreement and has not received authority of any court
to sign the D&O Claims Settlement.  The D&O Claims Settlement,
therefore, does not, cannot, and may not be understood to affect
his rights, in his capacity as Trustee for the Bankruptcy
Estate of Steven Griffin, and cannot and does not modify or
mitigate the claims held by that Estate, the Trustee asserts.

The D&O Claims Settlement, the Trustee further contends, does not
waive, release, settle or discharge or disallow any of Claim Nos.
36, 37, 38 and 39 filed in the Isaacson Steel, Inc. Bankruptcy
Case by the Griffin Estate.  The Trustee adds that the Griffin
Estate has not executed any release relating to claims to other
parties in D&O Claims Settlement.

               Steven Griffin Withdraws Signature

Steven D. Griffin, creditor and interested party in the Debtors'
bankruptcy cases, withdraws his signature in the D&O Claims
Settlement.  He alleges that the D&O Claims Settlement does not
contain all of the terms agreed to by the parties to induce him to
sign the agreement.

Mr. Griffin contends that unbeknownst to him and his counsel, the
Adversary Proceeding captioned Isaacson v. Cindy Griffin, Case No.
13-1103-JMD, was deleted, without their knowledge or consent, from
the final version of the agreement and the description of the
Griffin/Hanson Chapter 5 Actions being dismissed.  The
Griffin/Hanson Chapter 5 Actions, which include the Adversary
Proceeding, should have been dismissed under the D&O Claims
Settlement.

When the error was pointed out to the Isaacson Parties, they
refused to add the CG Adversary to the Settlement Agreement or
accept a nominal sum in settlement of the CG Adversary, showing
that the deletion was intentional, Mr. Griffin says.

                 About Isaacson Structural Steel

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
and affiliate Isaacson Steel, Inc., filed separate Chapter 11
bankruptcy petitions (Bankr. D. N.H. Case Nos. 11-12416 and 11-
12415) on June 22, 2011.

Isaacson Structural Steel estimated both assets and debts of $10
million to $50 million.  Isaacson Steel estimated assets and debts
of $1 million to $10 million.  The petitions were signed by Arnold
P. Hanson, Jr., president.

Bankruptcy Judge J. Michael Deasy presides over the cases.
William S. Gannon, Esq., Esq., at William S. Gannon PLLC, in
Manchester, New Hampshire, represents the Debtors as counsel.  The
Debtors retained General Capital Partners, LLC to act as their
investment banker.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.  Daniel W. Sklar, Esq., at Nixon
Peabody LLP, in Manchester, represents the Committee.  Mesirow
Financial Consultants also advises the Committee.


ISR GROUP: Plan Outline Okayed; Plan Hearing to Begin October 30
----------------------------------------------------------------
Judge Jimmy L. Croom of the U.S. Bankruptcy Court for the Western
District of Tennessee approved the Amended Disclosure Statement
explaining the First Amended Plan of Liquidation under Chapter 11
of the Bankruptcy Code proposed by Old Drone Co., Inc. f/k/a ISR
Group, Incorporated.

The Court also fixed October 21, 2014, as the last day for filing
written objections to the Plan, and for filing written acceptances
or rejections of the Plan; for filing applications seeking interim
or final compensation for services rendered and reimbursement of
expenses pursuant to Section 503(a) of the Bankruptcy Code; and
for filing motions or requests pursuant to Sections 506(b) and
(c), and 365 of the Bankruptcy Code.

A Pretrial Conference on confirmation of the Plan is set for
October 30, 2014, at 9:30 a.m.  The hearing may be continued from
time to time upon oral announcement in open court without further
written notice.

The Plan provides for the liquidation of the Debtor's Assets and
Distribution of the proceeds to Holders of Claims against the
Debtors.

The Plan is the product of negotiations with various stakeholders
in the Debtor, including TCFI and the Committee.  Substantially
all of the Debtor's assets have been sold via a private sale
process overseen by the Court.  The Sale Proceeds will be
distributed to Holders of Allowed Claims in the priority and
manner set forth in the Plan.

The Classes of Claims and estimated amounts and numbers are:

Administrative Claims
Estimated Amount: $376,000

Priority Tax Claims
Estimated Amount: $0

Class 1 - DIP Loan Claim
Estimated Amount: $0
Estimated Number: 1

Class 2 - Priority Wage Claims
Estimated Amount: 78
Estimated Number: $382,282

Class 3 - IRS Tax Claim
Estimated Amount: $537,959
Estimated Number: 1

Class 4 - TDR Tax Claim
Estimated Amount: $32,757
Estimated Number: 1

Class 5 - Miscellaneous Secured Claims
Estimated Amount: Unknown
Estimated Number: Unknown

Class 6 - TCFI Secured Claim
Estimated Amount: $0
Estimated Number: 1

Class 7 - General Unsecured Claims
Estimated Amount: $2,500,000
Estimated Number: 190

Class 8 - Interests in the Debtor
Number of Holders: 1

Under the Plan, Claims in Classes 2, 5, and 7 are impaired and
are, thus, entitled to vote on the Plan.  Claims in Classes 1, 3,
4, and 6 are unimpaired and are, thus, not entitled to vote on the
Plan.  Holders of Administrative Claims and Priority Tax Claims
are not entitled to vote on the Plan.  Holders of Interests in
Class 8 will not receive or retain any property or interest in
property on account of those Interests under the Plan and,
therefore, those Holders are not entitled to vote on the Plan and
are conclusively presumed to have rejected the Plan.

A copy of the First Amended Disclosure Statement is available for
free at http://bankrupt.com/misc/ISRGroup_1stAmd_DS.pdf

                         About ISR Group

ISR Group, Incorporated, filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tenn. Case No. 14-11077) on April 29, 2014.  John
Stuecheli signed the petition as chief restructuring officer.  In
its schedules, the Debtor disclosed $13,339,836 in total assets
and $19,465,911 in total liabilities.  Franklin Childress, Jr.,
Esq., at Baker Donelson Bearman, serves as the Debtor's counsel.
Judge Jimmy L Croom presides over the case.

ISR Group Inc., a provider of services for military and civilian
users of drones, obtained Court permission to sell the business to
an affiliate of lender Trive Capital, mostly in exchange for $18.4
million in secured debt.  Under a global settlement among the
company, the creditors' committee and the buyer, Trive is
providing $375,000 in cash exclusively for payment to creditors
with unsecured claims.  The bankruptcy judge approved the
settlement on June 17, together with an agreement among
constituents supporting a Chapter 11 plan.


K-V PHARMA: AMAG Picks Up Health Business; Products Go to Perrigo
-----------------------------------------------------------------
K-V Pharmaceutical Company, nka  Lumara Health, has sold its
(i) maternal health business and its preterm-labor treatment
Makena to AMAG Pharmaceuticals for $1.25 billion, and
(ii) women's health products including a vaginal cream and skin
spray to Perrigo for $82 million Tracy Staton at FiercePharma
reports.

The AMAG deal, says FiercePharma, includes $600 million in cash
and $75 million in stock up front, plus up to $350 million more in
sales milestone payments.

According to FiercePharma, Lumara will operate as a separate
division within AMAG.

                      About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori
R. Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


KEBLE ASSOCIATES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Keble Associates Real Estate, L.P.
        205 Arch Street
        Philadelphia, PA 19106

Case No.: 14-17910

Chapter 11 Petition Date: October 2, 2014

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Hon. Jean K. FitzSimon

Debtor's Counsel: Steven D. Usdin, Esq.
                  FLASTER/GREENBERG P.C.
                  4 Penn Center
                  1600 JFK Boulevard, 2nd Floor
                  Philadelphia, PA 19103
                  Tel: 215.279.9393
                  Fax: 215.279.9394
                  Email: steven.usdin@flastergreenberg.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $1 million to $10 million

The petition was signed by Harrise Yaron, member.

The Debtor did not file a list of its largest unsecured creditors
when it filed the petition.


KIMROW INC: Receiver Seeks Dismissal of Ch. 11 Filing
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the South Georgia Motor Sports Park in Cook County,
Georgia, may not be in bankruptcy long as the track's receiver has
filed a motion to dismiss the bankruptcy or allow him to remain in
control.  According to the report, the receiver explained how
state tax authorities conducted a two-year investigation
culminating in the arrest of track principal Kimberly Wood for
"theft by taking and theft by withholding" and asserted that the
bankruptcy should be dismissed because he was given all powers of
the officers and directors of the track.

Kimrow, Inc., dba South Georgia MotorSports Park, sought
protection under Chapter 11 of the Bankruptcy Code on Sept. 23,
2014 (Case No. 14-71214, Bankr. M.D. Ga.).  The Debtor's counsel
is Christopher W. Terry, Esq., at Stone & Baxter, LLP, in Macon,
Georgia.


LBI MEDIA: Moody's Affirms Caa2 CFR & Hikes Sr. Sec. Notes to B3
----------------------------------------------------------------
Moody's Investors Service affirmed LBI Media, Inc.'s Caa2
corporate family rating based on improving operating performance
supported by reduced TV segment losses and growth in radio segment
EBITDA. Moody's also upgraded the senior secured notes due 2019 to
B3 from Caa1 reflecting the increased cushion from accretion of
interest expense across various subordinated notes. In addition,
Moody's affirmed the Caa2-PD Probability of Default Rating and
instrument ratings on subordinated notes. The outlook remains
negative given continued weak liquidity and the need to refinance
near term maturities including advances under the revolver
facility expiring in March 2016 followed by the 11% holdco sr
discount notes (unrated) and the 8.5% notes each due in 2017.

Affirmed:

Issuer: LBI Media, Inc.

Corporate Family Rating: Affirmed Caa2

Probability of Default Rating: Affirmed Caa2-PD

11.5%/13.5% PIK Toggle 2nd Priority Secured Subordinated Notes due
2020 ($136 million outstanding): Affirmed Caa3, LGD5

8.5% Senior Subordinated Notes due 2017 ($54 million outstanding):
Affirmed Ca, LGD6

Upgraded:

Issuer: LBI Media, Inc.

10% Senior Secured Notes due 2019 ($220 million outstanding):
Upgraded to B3, LGD2 from Caa1, LGD3

Outlook Actions:

Issuer: LBI Media, Inc.

Outlook, Remains Negative

Ratings Rationale

The Caa2 corporate family rating reflects very high leverage of
14.5x debt-to-EBITDA (including Moody's standard adjustments) as
of June 30, 2014 which is in line with leverage of 14.7x at
FYE2013, but improved from over 20x at FYE2012. Annual EBITDA has
increased by 71% for LTM June 30, 2014 compared to 2012 levels
supported by growth in the radio segment which more than offset
the negative drag caused by television operations. Moody's expects
ratings improvement in key demos during prime time hours for
EstrellaTV will drive growth in the networks' ad revenue over the
next 12 months and contribute to reducing EBITDA losses for the TV
segment. High margin retransmission fees from increased
distribution of the Estrella network will also start contributing
to reduce TV segment losses, and there will be little offset given
the absence of significant reverse compensation typically paid by
broadcasters. Moody's expects the radio segment's continued stable
performance combined with the reduction in TV segment's EBITDA
losses will contribute to improvement in debt-to-EBITDA over the
next 12 months despite PIK accretion on certain debt instruments.
Liquidity will remain weak with tight EBITDA coverage of cash
interest payments and generally breakeven free cash flow. To the
extent free cash flow is negative, revolver advances are limited
given only partial availability under the $50 million revolver.
Absent a refinancing with lower cash interest payments and
continued PIK'ing of subordinated notes, Moody's expect interest
expense to remain elevated given the 11% holdco senior discount
notes due 2017 will require cash interest payments beginning April
2016. Debt ratings reflect ongoing media fragmentation, increasing
competition in Spanish language broadcasting from existing and new
competitors, and the cyclical nature of radio and television
advertising demand. Ratings are supported by the company's
presence in large Hispanic markets and expectations for above
average population and buying power growth for Hispanics in the
U.S. Although the company has radio and TV assets in certain of
the largest MSA's in California and Texas, ratings are constrained
by its dependence on these two states for more than 70% of total
revenues. Current leverage is unsustainable and, absent EBITDA
growth or debt reduction from the sale of non-core assets, the
risk of another distressed exchange remains high.

The negative outlook incorporates Moody's view that, despite
expected revenue growth for television operations over the next 12
months, leverage will remain very high with debt-to-EBITDA ratios
above 11x (including Moody's standard adjustments) and liquidity
will be weak. The negative outlook reflects the need for LBI Media
to refinance the revolving credit facility prior to its March 2016
expiry followed by the need to address the 2017 maturities of the
11% holdco discount notes ($32 million outstanding) and the 8.5%
senior subordinated notes ($54 million outstanding). Ratings could
be downgraded if the company is not able to reduce leverage from
current levels or if it is unable to address near term maturities.
Ratings could also be downgraded if the economy weakens
unexpectedly or heightened competition results in reduced
advertising revenue in one or more of LBI Media's key radio or
television markets, or if the company fails to further grow
television revenue and EBITDA. The outlook could be changed to
stable if Moody's believe LBI Media will be able to address near
term debt maturities and if revenue growth or debt repayment
result in improving debt-to-EBITDA (including Moody's standard
adjustments) with at least adequate liquidity including free cash
flow-to-debt ratios being sustained above 1%.

Headquartered in Burbank, CA, LBI Media, Inc. operates Spanish-
language broadcasting properties including 18 radio stations (13
FM and 5 AM generating over 47% of LTM June 2014 reported revenue)
and 10 television stations plus the EstrellaTV Network (roughly
53% of LTM June 2014 reported revenue). EstrellaTV is a Spanish-
language television broadcast network that was launched in the
fall of 2009. Through EstrellaTV, the company is affiliated with
television stations in 46 DMAs comprising 78% of U.S. Hispanic
television households. Jose Liberman founded the company in 1987,
together with his son, Lenard Liberman. Shareholders include Jose
Liberman, Lenard Liberman, Oaktree Capital, and Tinicum Capital.
The dual class equity structure provides the Liberman's with 94%
(undiluted) of voting control between Jose Liberman (24%) and
Lenard Liberman (70%). Revenues through the 12 months ended June
30, 2014 totaled approximately $136 million.

The principal methodology used in this rating was Global Broadcast
and Advertising Related Industries Methodology published in May
2012. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


LEHMAN BROTHERS: Making 6th Distribution to Creditors in October
----------------------------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reports
that Lehman Brothers Holdings Inc. distributed $10.9 billion on
Oct. 2 under a reorganization plan that was approved in December
2011 and implemented in March 2012.  According to the report, for
senior unsecured creditors of the Lehman holding company, the
October distribution, which is the sixth since the company emerged
from Chapter 11, will be 4.63 percent, bringing the total recovery
so far to 31.56.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33
billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LDR INDUSTRIES: Has Final Loan Approval, Must Sell by Year-End
--------------------------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reports
that LDR Industries LLC got final approval of a $2 million loan
that requires having a contract to sell the business by Oct. 24.
According to the report, the loan requires having a letter of
intent by Oct. 8 to sell the business for enough to pay all debt
owed to the bank, and the sale must be completed by Dec. 31.

As previously reported by The Troubled Company Reporter, JPMorgan
Chase Bank, N.A., which is also the Debtor's prepetition lender,
is the DIP Lender.  As of the Petition Date, the amount due to
JPMorgan is $14,816,801 under a revolving line of credit,
$2,636,666 under a term loan, and $1,540,000 under letters of
credit.  JPMorgan, as prepetition lender, will receive adequate
protection to secure the prepetition indebtedness in the form of
replacement security interests in and liens on all of the DIP
collateral.  The DIP Loan accrues interest at the Chase Bank
Floating Rate plus 100 basis points, and matures on Dec. 31, 2014.

                       About LDR Industries

For over 75 years, Chicago-based LDR Industries and its
predecessor companies have engaged in the distribution of plumbing
products to the home improvement industry, including faucets,
showers, sinks, toilet seats and variety of other specialty lines
such as lead-free valves.

LDR Industries, LLC, sought Chapter 11 protection (Bankr. N.D.
Ill. Case No. 14-32138) in Chicago, Illinois on Sept. 2, 2014,
with plans to sell the business following a dispute with the U.S.
Customs.

The bankruptcy case is assigned to Honorable Judge Pamela S.
Hollis.  The Debtor is represented by attorneys at Reed Smith LLP.

The Chicago-based company estimated $10 million to $50 million in
assets and debt.


LIGHTSQUARED INC: Ergen, Dish Want Falcone's RICO Suit Dismissed
----------------------------------------------------------------
Joseph Checkler, writing for Daily Bankruptcy Review, reported
that Dish Network Corp. and Chairman Charlie Ergen want a judge to
throw out a racketeering lawsuit brought by Philip Falcone's
Harbinger Capital Partners hedge fund firm, saying Harbinger is
"desperate" to find someone to blame for its $2 billion loss in
LightSquared, Mr. Falcone's wireless venture.  According to the
report, in a filing with U.S. District Court in Colorado, lawyers
for Dish and Mr. Ergen said Harbinger's $1.5 billion suit is
another attempt to "shift blame" for losses by Harbinger and its
investors in LightSquared.

                     About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LONGVIEW POWER: Enters Into Consent Decree With Sierra Club
-----------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Longview Power LLC obtained bankruptcy court
approval of a settlement agreement with Sierra Club to resolve a
lawsuit filed in 2012, alleging that a Longview mine was
discharging contaminated water in excess of permits.  According to
the report, the settlement requires Longview to build barriers to
direct effluent into an existing water-treatment plant.

                    About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.


LONGVIEW POWER: First American Sues on Technicalities
-----------------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reports
that First American Title Insurance Co., which provided power-
plant and coal-mine operator Longview Power LLC with an $825
million title insurance policy, added to the pile of pending
disputes by initiating a lawsuit asking the U.S. Bankruptcy Court
in Delaware to declare that it has no liability on the policy.

According to the report, in the new suit, First American argued
there's no liability because the contractors didn't name the
bank's collateral agent and trustee in suits filed before
bankruptcy.  The report noted that there is already litigation
pending in which First American is asking the same judge to rule
that the policy can't be used to pay secured creditors if
mechanics' liens by contractors are determined to come ahead of
bank claims.

The new suit is First American Title Insurance Co. v. Longview
Power LLC (In re Longview Power LLC), 14-50744, U.S. Bankruptcy
Court, District of Delaware (Wilmington).

                    About Longview Power LLC

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case
13-12211) on Aug. 30, 2013.  The petitions were signed by Jeffery
L. Keffer, the Company's chief executive officer, president,
treasurer and secretary.  The Debtor estimated assets and debts of
more than $1 billion.  Judge Brendan Linehan Shannon presides over
the case.  Kirkland & Ellis LLP and Richards, Layton & Finger,
P.A., serve as the Debtors' counsel.  Lazard Freres & Company LLC
acts as the Debtors' investment bankers.  Alvarez & Marsal North
America, LLC, is the Debtors' restructuring advisors.  Ernst &
Young serves as the Debtors' accountants.  The Debtors' claims
agent is Donlin, Recano & Co. Inc.

The Debtor disclosed assets of $1,717,906,595 plus undisclosed
amounts and liabilities of $1,075,748,155 plus undisclosed
amounts.

Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as
of September 11, 2013, a committee of unsecured creditors has not
been appointed in the case due to insufficient response to the
U.S. Trustee's communication/contact for service on the committee.


LOVE CULTURE: Given Two-Week Extension to Remove Lawsuits
---------------------------------------------------------
Love Culture Inc. has been given another two-week extension to
file notices of removal of lawsuits, according to a bridge order
signed by U.S. Bankruptcy Judge Novalyn Winfield.

The bridge order extended the deadline from Oct. 14 to Oct. 28,
the date also set by the bankruptcy judge for a court hearing on
the company's request for a Dec. 13 deadline to file the notices.

                       About Love Culture

Love Culture Inc. filed a Chapter 11 bankruptcy petition (Bankr.
D. N.J. Case No. 14-24508) on July 16, 2014.  J.E. Rick Bunka
signed the petition as chief restructuring officer.  The Debtor
estimated assets of $10 million to $50 million and liabilities of
at least $10 million.  Judge Novalyn L. Winfield presides over the
case.

Lowenstein Sander LLP acts as the Debtor's counsel.
PricewaterhouseCoopers LLP serves as the Debtor's financial
advisor.  Epiq Systems is the Debtor's claims and noticing agent.
Consensus Advisory Service LLC and Consensus Securities LLC is the
Debtor's investment banker.

On July 23, 2014, the U.S. Trustee for Region 3 appointed GGP
Limited Partnership, Simon Property Group Inc. and Washington
Prime Group Inc., The Macerich Co., Lux Design & Construction
Limited, and Touch Me Fashion Inc. to serve as members of the
official committee of unsecured creditors.  New York-based law
firm Cooley, LLP serves as the committee's counsel.  FTI
Consulting, Inc., serves as the Committee's financial advisors.


LUCKY PIES: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Lucky Pies, LLC
        2708 N. Ashland Avenue
        Chicago, IL 60614

Case No.: 14-35862

Chapter 11 Petition Date: October 2, 2014

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Pamela S. Hollis

Debtor's Counsel: Julia Jensen Smolka, Esq.
                  DIMONTE & LIZAK, LLC
                  216 West Higgins Road
                  Park Ridge, IL 60068
                  Tel: 847 698-9600 Ext. 231
                  Fax: 847 698-9623
                  Email: jjensen@dimonteandlizak.com

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by Daniel Zolkowski, member/manager.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb14-35862.pdf


MASON COPPELL: Committee Seeks Approval of Disclosure Statement
---------------------------------------------------------------
The Official Committee of Unsecured Creditors for Mason Coppell
OP, LLC and its affiliate debtors ask the U.S. Bankruptcy Court
for the Northern District of Texas for an order:

     (i) approving the Disclosure Statement proposed in support of
the Committee's plan of liquidation for the Debtors,

    (ii) establishing deadlines and procedures for submission of
plan ballots and objections to confirmation; and

   (iii) setting a date to consider confirmation of the Plan.

The Committee proposes that confirmation hearing should be held on
the week of November 5, 2014, and objection and voting deadlines
should be set for October 31, 2014, or at least five days before
the Confirmation Hearing Date.

                          *     *     *

The Court granted the Committee's motion for expedited hearing
with respect to the motion for approval of Disclosure Statement.
The hearing will be held on October 8, 2014, at 2:30 p.m.

                       About Mason Coppell

Mason Coppell OP, LLC, Mason Georgetown OP, LLC, Mason Mesquite
OP, LLC, and Mason Round Rock OP, LLC operate five skilled nursing
homes in Texas.  Mason Georgetown RealCo, LLC, owns the real
estate and building for the operations of Mason Georgetown.  They
initiated the Chapter 11 cases to effectuate a prompt transfer of
their assets and operations to preserve patient safety and any
potential value for creditors.

Mason Coppell OP, LLC, et al., filed Chapter 11 bankruptcy
petitions (Bankr. N.D. Tex. Case Nos. 14-31327 to 14-14-31334) on
March 18, 2014.  Judge Stacey Jernigan presides over the cases.

The Debtors estimated assets of at least $10 million and debts of
at least $10 million.

The Debtors, except Mason Georgetown Realco, are represented by
Joe E. Marshall, Esq., Thomas D. Berghman, Esq., and Timothy A.
Million, Esq., at Munsch Hardt Kopf & Harr, P.C.  Georgetown
Realco is represented by Jonathan S. Covin, Esq., and Shayla L.
Friesen, Esq., at Wick Phillips Gould & Martin, LLP.

Deloitte Transactions and Business Analytics, LLP, acts as the
Debtors' restructuring advisor with Louis Robichaux serving as
chief restructuring officer.

On March 28, 2014, the United States Trustee appointed an
Unsecured Creditors' Committee in the cases.  To date there has
been no request made for the appointment of a trustee or examiner.
A patient care ombudsman has not yet been appointed.  However, the
Court has scheduled a show cause hearing on April 15 to consider
the appointment of an Ombudsman.

Counsel for the Committee is Cox Smith Mathews Incorporated's Mark
Andrews, Esq.

Counsel for Oxford Finance, LLC, which is owed almost $16 million
on a term loan and revolving credit, is Vedder Price P.C.'s Jon
Aberman, Esq.

Mason Coppell OP, LLC, et al., obtained Court authority to sell
substantially all of their assets for a total of $16.1 million,
consisting of $4.0 million for so-called facility assets and $12.1
million for the 142-bed nursing home facility commonly known as
Estrella Oaks Rehabilitation Care Center, in Georgetown, Texas.

At the closing of the sale, proceeds of the sale of the real
property in the amount of $12.1 million, less adjustments,
required U.S. Trustee fees, and required administrative expenses,
will be paid to Oxford.

Debtor Mason Friendswood OP, LLC, has separately sought authority
to sell the Friendship Haven Health and Rehabilitation Center to
ensure uninterrupted and continued care at the Facility.

The Official Committee of Unsecured Creditors filed a Plan of
Liquidation and accompanying Disclosure Statement on August 29,
2014.


METRO FUEL: Former Exec Fleeced Bank Of $30M, Feds Say
------------------------------------------------------
Law360 reported that federal prosecutors said they have indicted
Metro Fuel Oil Corp. executive Thomas Torre in an alleged scheme
to overstate the New York City company's income, draw $30 million
from a bank line of credit and then put the concern into
bankruptcy.  According to the report, citing Brooklyn U.S.
Attorney Loretta E. Lynch, the former chief financial officer is
charged with bank fraud and conspiracy.

The case is USA v. Torre, case number 1:14-cr-00514, in the U.S.
District Court for the Eastern District of New York.

                         About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and David
Johnston as their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed a seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

On Feb. 15, 2013, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., for the base purchase price of
$27,000,000, subject to adjustments.


MILLER AUTO PARTS: U.S. Trustee Appoints Creditors' Committee
-------------------------------------------------------------
The U.S. Trustee for Region 21 appointed three creditors of Miller
Auto Parts & Supply Company Inc. to serve on the official
committee of unsecured creditors.

The unsecured creditors' committee is composed of:

     (1) Federal-Mogul Corporation
         26555 Northwestern Highway
         Southfield, MI 48033
         Attn: Michael Duffy

     (2) Global Parts Distributors, LLC
         3279 Avondale Mill Road
         Macon, GA 31216
         Attn: Jeff Hauck

     (3) Standard Motor Products, Inc.
         1801 Waters Ridge Dr.
         Lewisville, TX 75057
         Attn: James Stewart

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense.  They may investigate the debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.

                      About Miller Auto Parts

Miller Auto Parts & Supply Company, Inc., and its affiliates are
distributors of automotive parts and service equipment.  The
companies operate from the Johnson Industries Inc.'s headquarters
in Atlanta, Georgia and have distribution operations in the
southeast, northeast and on-line.  The Southeastern distribution
center is located in Norcross, Georgia and supports nine satellite
centers across the state and supplies parts to key fleet customers
across the country.

Miller Auto Parts and its three subsidiaries sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014.  The
Debtors have sought joint administration under Lead Case No. 14-
68113.  The cases are assigned to Judge Mary Grace Diehl.

The Debtors have tapped Scroggins & Williamson as counsel and
Logan & Co. as claims and noticing agent.


MILLER AUTO PARTS: Creditors' Meeting Set for Oct. 22
----------------------------------------------------
The meeting of creditors of Miller Auto Parts & Supply Company
Inc. is set to be held on Oct. 22, at 11:00 a.m., according to a
filing with the U.S. Bankruptcy Court for the Northern District of
Georgia.

The meeting will be held at Room 365, Richard Russell Federal
Building, 75 Spring Street, S.W., in Atlanta, Georgia.

The court overseeing the bankruptcy case of a company schedules
the meeting of creditors usually about 30 days after the
bankruptcy petition is filed.  The meeting is called the "341
meeting" after the section of the Bankruptcy Code that requires
it.

A representative of the company is required to appear at the
meeting and answer questions under oath.  The meeting is presided
over by the U.S. trustee, the Justice Department's bankruptcy
watchdog.

                      About Miller Auto Parts

Miller Auto Parts & Supply Company, Inc., and its affiliates are
distributors of automotive parts and service equipment.  The
companies operate from the Johnson Industries Inc.'s headquarters
in Atlanta, Georgia and have distribution operations in the
southeast, northeast and on-line.  The Southeastern distribution
center is located in Norcross, Georgia and supports nine satellite
centers across the state and supplies parts to key fleet customers
across the country.

Miller Auto Parts and its three subsidiaries sought Chapter 11
bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014.  The
Debtors have sought joint administration under Lead Case No. 14-
68113.  The cases are assigned to Judge Mary Grace Diehl.

The Debtors have tapped Scroggins & Williamson as counsel and
Logan & Co. as claims and noticing agent.


MOMENTIVE PERFORMANCE: Adequate Protection Issue Resolved
---------------------------------------------------------
Judge Robert Drain signed off on a stipulation reached by
Momentive Performance with the indenture trustees for senior
secured notes in connection with the trustees' motion to compel
the Debtors to comply with the Court's Final DIP order regarding
adequate protection payments to noteholders.

The Debtors filed their initial versions of the chapter 11 plan on
May 12, 2014 and subsequently filed revised versions of the Plan
on June 18, 2014, June 23, 2014, August 18, 2014 and September 3,
2014.  By order dated September 11, 2014, the Court confirmed the
Plan.

On September 19, 2014, an Emergency Motion to Compel the Debtors
to Comply with the Court's Final DIP Order Regarding Adequate
Protection Payments to Noteholders was filed by BOKF, NA, as
successor indenture trustee under that certain indenture dated as
of October 25, 2012, as supplemented by that certain supplemental
indenture, dated as of November 12, 2012 for the 8.875% First-
Priority Senior Secured Notes due 2020 issued by debtor Momentive
Performance Materials Inc. and guaranteed by certain of the
Debtors, and Wilmington Trust, National Association, as successor
indenture trustee under that certain indentures dated as of May
25, 2012 for the 10% Senior Secured Notes due 2020 issued by MPM
and guaranteed by certain of the Debtors, on the other hand.

The Parties have resolved the Motion to Compel by inserting
certain language in the Confirmation Order.  They agree that the
Confirmation Order will be hereby amended to include this
paragraph:

     "Notwithstanding anything to the contrary in Sections 5.4 and
5.5 of the Plan and the Final DIP Order, and without any
concession by the Debtors or the Plan Support Parties of the
validity of the positions asserted in or relating to the Motion to
Compel, if the Effective Date occurs on or before October 15,
2014, any accrued and unpaid interest with respect to the First
Lien Notes and the 1.5 Lien Notes arising from the Petition Date
through the Effective Date shall be paid in cash on the Effective
Date. If the Effective Date occurs subsequent to October 15, 2014,
the rights of all parties are fully reserved with respect to the
matters set forth in the Motion to Compel. No admission by any
party is intended hereby."

                  About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.   Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel.  FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.

Wilmington Trust, National Association, the Trustee for the
Momentive Performance Materials Inc. 10% Senior Secured Notes due
2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25,
2012, by and between Momentive Performance Materials Inc. and The
Bank of New York Mellon Trust Company, National Association, is
represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and
Stephen Moeller-Sally, Esq., at Ropes & Gray LLP.

U.S. Bank National Association -- as successor Indenture Trustee
under the indenture dated as of December 4, 2006, among Momentive
Performance Materials Inc., the Guarantors named in the Indenture,
and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5%
Senior Subordinated Notes due 2016 -- is represented in the case
by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L.
Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and
Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at
Maslon Edelman Borman & Brand, LLP.

BOKF, NA -- as successor First Lien Trustee to The Bank of New
York Mellon Trust Company, N.A., as trustee under an indenture
dated as of October 25, 2012, for the 8.875% First-Priority Senior
Secured Notes due 2020 issued by Momentive Performance Materials
Inc. and guaranteed by certain of the debtors -- is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A.
Espana, Esq., at Dechert LLP.

Counsel to Apollo Global Management, LLC and certain of its
affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin,
Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L.
Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP.

Attorneys for Ad Hoc Committee of Second Lien Noteholders are
Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A.
Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP.

U.S. Bankruptcy Judge Robert Drain formally approved Momentive's
restructuring plan on Sept. 11.  Appeals by senior bondholders
remain pending.


MOMENTIVE PERFORMANCE: OK to Implement Plan; Appeal Stay Denied
---------------------------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reports
that Momentive Performance Inc. is free to implement its Chapter
11 reorganization plan after the U.S. Court of Appeals in
Manhattan refused to grant an interim stay pending appeal.
According to the report, if Momentive Performance is unable to
implement the plan immediately, the bondholder groups' stay motion
still might be granted because it was referred to the "next
available" panel of three circuit judges who are deciding motions.

The appeals are U.S. Bank NA v. Wilmington Savings Fund Society
FSB (In re MPM Silicones LLC), 14-3536, and and BOKF NA v.
Momentive Performance Materials Inc. (In re MPM Silicones LLC),
14-3531, U.S. Second Circuit Court of Appeals for the Second
Circuit (Manhattan).

                  About Momentive Performance

Momentive Performance is one of the world's largest producers of
silicones and silicone derivatives, and is a global leader in the
development and manufacture of products derived from quartz and
specialty ceramics.  Momentive has a 70-year history, with its
origins as the Advanced Materials business of General Electric
Company.  In 2006, investment funds affiliated with Apollo Global
Management, LLC, acquired the company from GE.

As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of
which 46% of the Company's employees are members of a labor union
or are represented by workers' councils that have collective
bargaining agreements.

Momentive Performance Materials Inc., Momentive Performance
Materials Holdings Inc., and their affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14,
2014, with a deal with noteholders on a balance-sheet
restructuring.

As of Dec. 31, 2013, the Debtors had $4.114 billion of
consolidated outstanding indebtedness, including payments due
within the next 12 months and short-term borrowings.  The Debtors
said that the restructuring will eliminate $3 billion in debt.

The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy
counsel with regard to the filing and prosecution of these chapter
11 cases; Sidley Austin LLP as special litigation counsel; Moelis
& Company LLC as financial advisor and investment banker;
AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers
as auditor; and Crowe Horwath LLP as benefit plan auditor.
Kurtzman Carson Consultants LLC is the notice and claims agent.

The U.S. Trustee for Region 2 appointed seven members to serve on
the Official Committee of Unsecured Creditors of the Debtors'
cases.   Klee, Tuchin, Bogdanoff & Stern LLP serves as its
counsel.  FTI Consulting, Inc., serves as its financial advisor.
Rust Consulting Omni Bankruptcy serves as its information agent.

Wilmington Trust, National Association, the Trustee for the
Momentive Performance Materials Inc. 10% Senior Secured Notes due
2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25,
2012, by and between Momentive Performance Materials Inc. and The
Bank of New York Mellon Trust Company, National Association, is
represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and
Stephen Moeller-Sally, Esq., at Ropes & Gray LLP.

U.S. Bank National Association -- as successor Indenture Trustee
under the indenture dated as of December 4, 2006, among Momentive
Performance Materials Inc., the Guarantors named in the Indenture,
and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5%
Senior Subordinated Notes due 2016 -- is represented in the case
by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L.
Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and
Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan,
LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at
Maslon Edelman Borman & Brand, LLP.

BOKF, NA -- as successor First Lien Trustee to The Bank of New
York Mellon Trust Company, N.A., as trustee under an indenture
dated as of October 25, 2012, for the 8.875% First-Priority Senior
Secured Notes due 2020 issued by Momentive Performance Materials
Inc. and guaranteed by certain of the debtors -- is represented by
Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A.
Espana, Esq., at Dechert LLP.

Counsel to Apollo Global Management, LLC and certain of its
affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin,
Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L.
Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP.

Attorneys for Ad Hoc Committee of Second Lien Noteholders are
Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A.
Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP.

U.S. Bankruptcy Judge Robert Drain formally approved Momentive's
restructuring plan on Sept. 11.  Appeals by senior bondholders
remain pending.


MT LAUREL LODGING: Files Bankruptcy Exit Plan and Outline
---------------------------------------------------------
Mt. Laurel Lodging Associates, LLP, filed with the U.S. Bankruptcy
Court for the Southern District of Indiana its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on September
19, 2014.

The Debtor owns the Hilton Garden Inn hotel located at 4000 Atrium
Way, in Mt. Laurel, New Jersey.  The Debtor is owned by these
Equity Holders: Bharat N. Patel (50%); Nayna Patel (20%); Harshad
Patel (20%); and Sun Family, LLC (10%).  The Debtor has negotiated
the terms of a transaction with 3H Group, Inc., whereby the Equity
Investor will contribute $1.5 million as equity contribution to
the Debtor in exchange for a membership interest in the
reorganized Debtor.

Under the Plan, the Debtor intends to emerge from bankruptcy by
restructuring its debts and ownership structure.  The reorganized
Debtor will be owned by the Equity Holders and one or more of
their designees and Equity Investor.

Sun will continue to manage the Hotel pursuant to its existing
Hotel Management Agreement, which requires the Debtor's payment of
(a) a monthly management fee in the amount of 4% of the Hotel's
gross revenues, and (b) a monthly accounting fee in the amount of
0.5% of the Hotel's gross revenues.

The Debtor intends to assume its Franchise Agreement and pay the
Franchisor Claim in full on or as soon as reasonably practicable
after the Plan's Effective Date.  The Franchisor Claim totals
$65,117.

Payments to Creditors will be funded from the Equity Contribution,
the Effective Date Cash and the Hotel's ongoing cash flows.

The Plan provides that Administrative Claims, Priority Claims and
Claims in Classes 2 and 3 are Unimpaired and, thus, Holders of
those Claims are deemed to have accepted the Plan and are not
entitled to vote.

No Class 6 Insider Claims against the Debtor will receive any
Distribution under the Plan and, thus, Holders of those Claims are
deemed to reject the Plan and are not entitled to vote.

Claims against the Debtor in Classes 1, 4 and 5 and Interests in
Class 7 are Impaired and, thus, Holders of Claims and Interests in
those Classes are entitled to vote on the Plan.

The estimated number of holders for each Class and the estimated
Claim Amounts and Allowed Amounts are:

                                   Claim       Payment
                   Number of       Allowed     for Allowed
Class             Holders         Amounts     Claims
-----             -------         -------     ------
Unclassified -       4           $107,600     100%
Administrative
Claims and
Priority Claims

Class 1 -            1        $21,632,433     100%
RB Secured
Claim

Class 2 -            1            $293,000    100%
Secured
Real Estate
Tax Claim

Class 3 -            1              $1,000    100%
Mike Albert
Leasing
Secured Claim

Class 4 -            1          $1,800,000    100%
Access Point
Secured Claim

Class 5 -           75            $130,000    100%
General
Unsecured
Claims

Class 6 -            5          $8,600,000    0%
Insider Claims

Class 7 -            4                 N/A    Retention of
Interests                                     Interest in the
in Debtor                                     Reorganized
                                               Debtor

Copies of the Plan and Disclosure Statement are available for free
at:

   * http://bankrupt.com/misc/MTLAUREL_Plan_09192014.pdf
   * http://bankrupt.com/misc/MTLAUREL_DS_09192014.pdf

The Court will convene a hearing to consider approval of the
Disclosure Statement on November 10, 2014, at 1:30 p.m. Eastern
Standard Time.

                    About Mt. Laurel Lodging

Mt. Laurel Lodging Associates, LLP, and its six affiliates sought
protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013
(Case No. 13-bk-11697, Bankr. S.D. Ind.).  The case is assigned to
Judge Robyn L. Moberly.  The petition lists the assets and debt as
both exceeding $10 million on the Mount Laurel property.

The Debtors are represented by Brian A Audette, Esq., and David M
Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois; and Andrew
T. Kight, Esq., and Michael P. O'Neil, Esq., at Taft Stettinius &
Hollister LLP, in Indianapolis, Indiana.

The National Republic Bank of Chicago, a secured creditor, is
represented by James E. Carlberg, Esq., and James P. Moloy, Esq.,
at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and
Timothy P. Duggan, Esq., at Stark & Stark, P.C., in Lawrenceville,
New Jersey.

Mt. Laurel Lodging filed its Chapter 11 Plan of Reorganization and
accompanying Disclosure Statement on September 19, 2014.


MULTIPLAN INC: Bank Debt Trades at 2% Off
-----------------------------------------
Participations in a syndicated loan under which MultiPlan Inc. is
a borrower traded in the secondary market at 97.48 cents-on-the-
dollar during the week ended Friday, October 3, 2014 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.84
percentage points from the previous week, The Journal relates.
MultiPlan Inc. pays 300 basis points above LIBOR to borrow under
the facility.  The bank loan matures on March 14, 2021, and
carries Moody's B1 rating and Standard & Poor's B rating.  The
loan is one of the biggest gainers and losers among 212 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.


NAARTJIE CUSTOM: Seeks Permission to Conduct Store Closing Sales
----------------------------------------------------------------
Naartjie Custom Kids, Inc. seeks authority from the U.S.
Bankruptcy Court for the District of Utah to liquidate its
business as expeditiously as possible by conducting a chain-wide
store closing sales, and liquidate its inventory and furniture,
fixtures and equipment.

By this Motion, the Debtor asks the Court to enter two orders
authorizing and approving:

   (1) the Bidding Procedures Order:

       * authorizing entry into Agency Agreement;

       * authorizing Bid Protections;

       * authorizing Bidding Procedures and setting the time,
         date and place of the Auction; and

       * approving the form of Auction Notice and setting a
         hearing to consider the entry of the Approval Order; and

   (2) the Approval Order, approving the Agency Agreement and any
       Agency Transaction Agreement with the parties submitting
       the highest and otherwise best bid at the Auction, and the
       Transaction in relation to the Store Closing Sales and
       waiving the Debtor's compliance with state and local laws.

After a history of declining sales and the failed refinancing
processes, the Debtor has concluded that the best way to maximize
value for the benefit of all interested parties is to conduct a
prompt and orderly Store Closing Sales at all of the Debtor's
retail locations through the retention of a professional
liquidator.  Salus Capital Partners, LLC, the Debtor's secured
lender, supports the decision to liquidate, including the entry by
the Debtor into the Agency Agreement with the Stalking Horse or
other successful bidder after an auction.

Pursuant to the Term Sheet for a Senior Secured Debtor-In-
Possession Credit Facility dated September 16, 2014, the terms of
which were approved by an interim Court order, the Debtor has
agreed (a) to enter into the Agency Agreement on September 19,
2014, which deadline was extended, (b) entry by the Court of the
Bidding Procedures Order no later than October 1, (c) conduct of
the Auction and the selection of a winning bid no later than
October 2, (d) conduct of the Sale Hearing and entry by the
Bankruptcy Court of the Approval Order no later than October 3,
and (e) closing of the transaction contemplated by the Agency
Agreement by no later than one day after the entry of the Approval
Order.

Pursuant to the Agency Agreement, the Stalking Horse will serve as
the Debtor's exclusive agent to (a) sell all of the merchandise
located at (or to be shipped to) all of the Debtor's retail
locations and, if requested by the Stalking Horse, through catalog
and e-commerce platforms and (b) dispose of any owned fixtures,
furnishings and equipment, free and clear of all liens, claims,
and encumbrances, in the Debtor's retail locations, distribution
center, call center and corporate offices.

The Stalking Horse bid is subject to overbid.  As part of the
consideration for entry into the Agency Agreement, the Debtor
requests authority to pay the Stalking Horse a break-up fee of
$75,000 and the reimbursement of expenses incurred in an amount
that is not to exceed $30,000, which will be payable to the
Stalking Horse in certain circumstances where the Stalking Horse
is not the successful bidder after the Auction.

                   About Naartjie Custom Kids

Naartjie Custom Kids, Inc., which designs, manufactures and sells
children's clothing, accessories and footwear for ages newborn
through 10 years old, sought protection under Chapter 11 of the
Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14-
29666).  The case is assigned to Judge William T. Thurman.

The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M.
Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson,
Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah.


NATCHEZ REGIONAL: Bankruptcy Court Confirms Liquidation Plan
------------------------------------------------------------
Judge Neil P. Olack of the U.S. Bankruptcy Court for the Southern
District of Mississippi entered his findings of fact, conclusions
of law, and order confirming the Chapter 9 Plan of Adjustment for
Natchez Regional Medical Center.

The Plan is a plan of liquidation and provides for the
distribution of the proceeds from the Debtor's liquidation of its
assets.  Pursuant to the Plan, the Debtor ultimately will be
dissolved.  A Liquidating Trust will be established which will
become responsible for the collection and liquidation of the
remaining assets of the Hospital after the Allowed Claims of the
Secured Creditors are paid.

The Court approved in its entirety the Settlement Agreement
between and among Adams County, Mississippi; Natchez Regional
Medical Center, and the Official Committee of Unsecured Creditors.

Among other things, the Agreement provides that after satisfaction
and payment in full of all Allowed Administrative Claims, all
Allowed Claims of Classes 1, 2 and 3, and other obligations
required by the Plan, the Liquidation Trustee will:

   -- pay the first $1 million from Net Cash Available to the
      Exit Lender to pay down the Exit Loan;

   -- pay the next $1 million from Net Cash Available, Pro Rata,
      to the Holders of Allowed Class 4 Claims;

   -- pay the next $500,000 from Net Cash Available to the Exit
      Lender to pay down the Exit Loan; and

   -- pay the next $500,000 from Net Cash Available, Pro Rata, to
      the Holders of Allowed Class 4 Claims.

The Exit Loan is approved.

The Court also approved the sale of the Hospital.  The Court
authorized the County and the Hospital to convey the Purchased
Assets to the Successful Buyer pursuant to the provisions of the
Successful Buyer Purchase Agreement.

The Committee previously filed a limited objection to the Plan,
although the objection is not to the Plan per se, but rather to
the amount to be paid to Winthrop Resources Corporation in
connection with the Debtor's assumption and assignment of the
Winthrop executory contract pursuant to the Plan.

Winthrop has also filed an objection to the Plan.  Winthrop's
objection was resolved, and the parties agree that the Cure
Payment to be paid to Winthrop consists of $38,547 plus $10,000
representing late charges and attorneys' fees.

All unresolved objections to confirmation of the Plan are
overruled.

A copy of the confirmation order is available for free at:

     http://bankrupt.com/misc/NATCHEZREGIONAL_PlanOrder.pdf

                    About Natchez Regional

Based in Natchez, Mississippi, Natchez Regional Medical Center is
a full-service hospital offering comprehensive diagnostic and
treatment services for acute, subacute and ambulatory care.
Natchez Regional serves as a referral center for the five
Mississippi counties and two Louisiana parishes it serves, known
locally as the Miss-Lou.  The hospital is owned by Adams County.

Natchez Regional Medical Center filed for Chapter 9 bankruptcy
protection (Bankr. S.D. Miss. Case No. 14-01048) on March 26,
2014.  Eileen N. Shaffer, Esq., Attorney At Law, serves as
bankruptcy counsel.  In its petition, the Center listed total
assets of $27.8 million and total debts of $20.80 million.  The
petition was signed by Donny Rentfro, hospital CEO.

At the onset of the case, the 179-bed facility said intends to
have a term sheet outlining a sale of the facility to a "qualified
buyer."  The hospital blamed financial problems on "ill-timed and
poorly integrated acquisition of physicians' practices and new
clinical technologies," the report related.

This is the Center's second bankruptcy filing in six years.  It
filed a Chapter 9 petition on Feb. 12, 2009 (Bankr. S.D. Miss.
Case No. 09-00477).  Eileen N. Shaffer, Esq., also represented the
Debtor as counsel in the 2009 case.  The Debtor listed total
assets of between $10 million and $50 million, and total debts of
between $10 million and $50 million in the 2009 petition.  Nathcez
Regional exited bankruptcy in December 2009 after a court approved
its plan of adjustment, in which all unsecured creditors owed
$5,000 were to be paid in full.

In the 2014 case, Bankruptcy Judge Neil P. Olack, who presides
over the case, has held that appointment of a patient care
ombudsman is unnecessary.

The U.S. Trustee appointed three creditors to serve in the
official committee of unsecured creditors.  Douglas S. Draper,
Esq., and Heller, Draper, Patrick, Horn & Dabney, L.L.C., serve as
lead counsel.  David A. Wheeler, Esq., and Wheeler & Wheeler,
PLLC, serve as local counsel.


NAUTILUS HOLDINGS: Seeks Plan-Filing Rights Extension
-----------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that Nautilus Holdings Ltd., the owner of 16
container ships, said it will file a Chapter 11 reorganization
plan by Oct. 15, but is still seeking a 50-day expansion of its
exclusive right to propose a plan.  According to the report,
Nautilus wants the bankruptcy court to extend its plan-filing
deadline to Dec. 10.

                    About Nautilus Holdings

Nautilus Holdings Limited and 20 affiliated companies, including
Nautilus Holdings No. 2 Limited, filed bare-bones Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 14-22885) in
White Plains, New York, on June 23, 2014.

The affiliates are Nautilus Holdings No. 2 Limited; Nautilus
Shipholdings No. 1 Limited; Nautilus Shipholdings No. 2 Limited;
Nautilus Shipholdings No. 3 Limited; Able Challenger Limited;
Charming Energetic Limited; Dynamic Continental Limited; Earlstown
Limited; Findhorn Osprey Limited; Floral Peninsula Limited; Golden
Knighthead Limited; Magic Peninsula Limited; Metropolitan Harbour
Limited; Metropolitan Vitality Limited; Miltons' Way Limited;
Perpetual Joy Limited; Regal Stone Limited; Resplendent Spirit
Limited; Superior Integrity Limited; and Vivid Mind Limited.

The Debtors' cases have been assigned to Judge Robert D. Drain,
and are being jointly administered for procedural purposes.

Hamilton, Bermuda-based Nautilus estimated $100 million to $500
million in assets and debt.  Monrovia, Liberia-based Reminiscent
Ventures S.A. owns 100% of the stock.  Nautilus has tapped Jay
Goffman, Esq., Mark A. McDermott, Esq., Shana A. Elberg, Esq., and
Suzanne D.T. Lovett, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, as counsel; and AP Services, LLC, as financial
advisor.  Epiq Bankruptcy Solutions LLC serves as the claims and
noticing agent.


NAVISTAR FINANCIAL: Fitch Affirms 'CCC' Issuer Default Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) at
'CCC' for Navistar International Corporation (NAV), Navistar, Inc.
and Navistar Financial Corporation (NFC).

Key Rating Drivers

The ratings reflect ongoing risks related to NAV's liquidity due
to operating losses and negative free cash flow (FCF) while the
company completes the transition to Selective Catalytic Reduction
(SCR) emissions technology. As of July 2014, NAV had introduced
all of its major SCR products, and the company has made material
reductions to its cost structure which should improve its
financial performance over the long term. In the near term these
positive developments are offset by the slow recovery in NAV's
market share and high seasonal working capital requirements that
could reduce NAV's liquidity in the first quarter of fiscal 2015.
Despite this concern, Fitch expects NAV will maintain sufficient
liquidity through the next two to three quarters, assuming
operating performance continues to improve and there are no
material unexpected cash requirements. Beyond early 2015, the
realization of further market share recovery, lower warranty
expenditures, and stronger margins could lead to stronger FCF and
liquidity and potentially support a positive rating action.

Concurrent with the transition to SCR emissions technology, orders
in NAV's traditional markets (Class 6-8 trucks and school buses)
have increased, but market share has not recovered as quickly as
anticipated. NAV estimates its share of retail deliveries in its
traditional markets could increase to 19%-20% in fiscal 2014,
lower than 21% originally expected, and compared to 18% in 2013.
Customer acceptance, and the pace of orders, may improve as trucks
with SCR engines demonstrate a record of performance. NAV's retail
market share of heavy duty trucks is improving sooner than medium
duty and severe service trucks. The timing reflects the later
phase-in of SCR emission equipment on medium duty and severe
service trucks that was only recently completed.

Warranty charges have been high due to the complexity of
emissions-compliant technology, particularly for EGR-only engines.
Warranty expense is declining as older EGR engines exit their
warranty period and as the mix of installed higher-performing SCR
engines increases. In addition, NAV does not incur engine warranty
expense for trucks sold with Cummins engines installed. Gross
adjustments to pre-existing warranties through the first nine
months of 2014 declined to $124 million ($65 million net of
reversals) compared with $252 million in the year-earlier period.
However, warranty cash costs are likely to remain materially
higher than accrued expense, reflecting high prior-period
adjustments of more than $800 million in aggregate in 2012 and
2013.

EBITDA margins have improved on a quarterly basis and should
increase further as NAV continues to restructure and streamline
its manufacturing and engineering operations. In addition to cost
savings in 2013, the company estimates it will realize incremental
savings of $300 million in fiscal 2014, not including
manufacturing cost reductions of $50 million - $60 million. NAV
could generate additional manufacturing cost reductions after 2014
and expects to reduce the cost of its engines by removing
unnecessary EGR emissions content once SCR technology is fully
implemented.

NAV's efforts to rebuild its operating performance are supported
by strong cyclical demand in its North American heavy and medium
duty truck markets where NAV's business is concentrated. Higher
industry production could continue through 2015 due to a strong
economy, high truck fleet utilization, and an aging fleet. Risks
include driver shortages and weak demand in overseas markets,
primarily Brazil where NAV has a sizeable engine business.

Manufacturing free cash flow (FCF) was negative $403 million in
2013 as calculated by Fitch and is likely to be substantially
negative for all of 2014 (negative $350 million in the first nine
months). FCF typically is weak early in the fiscal year, but year-
to-date results also reflect operating losses due to lower
revenue, costs to implement SCR emissions technology, warranty
cash costs, and pension contributions. Fitch expects FCF in fiscal
2015 will be positive and could approach $100 million, depending
on market share gains and industry demand. To preserve cash, NAV
has exited the majority of its material non-core operations and
limited capital spending which should be less than $150 million in
2014.

Pension contributions represent a recurring use of cash. NAV
expects to contribute $164 million in 2014 ($98 million
contributed through July 31, 2014) and at least $100 million
annually between 2015 and 2017. NAV reduced its estimates
following passage of the Highway and Transportation Funding Act of
2014 which extended relief from funding rules. NAV's net pension
obligations were $1.4 billion at FYE Oct. 31, 2013 compared to
$2.1 billion at the end of 2012.

Liquidity at NAV's manufacturing business as of July 31, 2014
included cash and marketable securities totaling $1,050 million
(net of BDT and BDP joint venture cash and restricted cash). NAV
also has an undrawn $175 million ABL facility. Liquidity was
offset by current maturities of manufacturing long term debt of
$254 million. The company has maintained solid cash balances above
$1 billion during the past two years which Fitch expects will
remain stable through the end of fiscal 2014. Cash balances could
decline well below $1 billion in early fiscal 2015 due to seasonal
working capital requirements and ongoing cash warranty charges.

The Recovery Rating (RR) of '1' for Navistar, Inc.'s $700 million
term loan supports a rating of 'B', three levels above NAV's IDR,
as Fitch expects the loan would recover more than 90% in a
distressed scenario based on a strong collateral position. The
'RR4' for senior unsecured debt reflects average recovery
prospects in a distressed scenario. The RR '6' for senior
subordinated convertible notes reflects a low priority position
relative to NAV's other debt.

Navistar Financial Corporation

Fitch believes NFC is core to NAV's overall franchise, and the IDR
of the finance subsidiary is directly linked to that of its
ultimate parent due to the close operating relationship and
importance to NAV, as substantially all of NFC's business is
connected to the financing of new and used trucks sold by NAV's
dealers. The relationship is formally governed by the Master
Intercompany Agreement, as well as a provision referenced under
NFC's credit agreement requiring NAV or Navistar, Inc. to own 100%
of NFC's equity at all times.

NFC's operating performance and overall credit metrics are viewed
by Fitch to be neutral to NAV's ratings. The company's performance
has not changed materially compared to Fitch's expectations, but
its financial profile remains tied to NAV's operating and
financial performance. Total financing revenue declined for the
first nine months of 2014 (9M14), resulting from the continued
reduction of NFC's retail portfolio balance and lower wholesale
financing volume to dealers. The average finance receivables
balance declined modestly to $1.3 billion at July 31, 2014
compared to $1.6 billion one-year prior.

Asset quality of the underlying receivables portfolio remains
stable, reflecting the mature retail portfolio, which continues to
run-off. Charge-offs and provisioning volatility has also been
stable as NFC continues to focus on its wholesale portfolio, which
historically has experienced lower loss rates relative to the
retail portfolio.

NFC's leverage has remained at historically low levels due to
reduced overall financing needs. Balance sheet leverage, as
measured by total debt to tangible equity, was 2.8x as of July 31,
2014, which is well below the five-year average of 5.3x. Fitch
believes NFC's leverage is appropriate and consistent with peers.
NAV has utilized the strength of NFC's balance sheet to enhance
liquidity at the parent company, including re-establishing
dividends and intercompany borrowing between NAV and NFC.

Fitch deems NFC's liquidity to be adequate, with $19.2 million of
unrestricted cash and approximately $464 million of availability
under its various borrowing facilities, as of July 31, 2014.
During 9M14, NFC completed a $100 million trade receivables
securitization and extended the maturity date of the revolving
note of a wholesale receivables transaction. Fitch views favorably
NFC's ability to refinance a portion of its borrowing facilities
and access the capital markets at reasonable terms, which should
mitigate some potential near-term liquidity concerns.

The rating of NFC's senior secured bank credit facility is
equalized with the IDR to reflect the level of secured debt in the
overall funding profile, as well as the modest level of
unencumbered assets on the balance sheet. Fitch would view
positively a greater proportion of unsecured debt in the funding
profile, as it would enhance the company's financial flexibility
in a stressed scenario. The Recovery Rating of 'RR4' reflects
average recovery prospects of creditors under the credit facility
following default in a stress scenario.

Nav Rating Sensitivities

Fitch could take a positive rating action if:

-- NAV's traditional market share recovers to a level around 20%
    or higher;

-- FCF improves sufficiently to support a meaningful reduction in
    debt;

-- Consolidated EBITDA margins reach NAV's target of 8%-10%. The
    margin was approximately 5% in Q3 2014.

Fitch could take a negative rating action if:

-- Manufacturing cash and marketable securities balances decline
    by more than one-third for more than a short period from the
    current level near $1 billion;

-- Manufacturing EBITDA margins fail to improve materially from
    approximately 3.75% in Q3 2014 as calculated by Fitch;

-- FCF is materially below a break-even level in 2015;

-- There is an adverse outcome of the SEC's investigation into
    the company's accounting and disclosure practices.

NFC Rating Sensitivities

NFC's ratings are linked to those of its parent. Therefore,
positive rating momentum will be limited by Fitch's view of NAV's
credit profile. However, negative rating action could be driven by
a change in the perceived relationship between NFC and its parent.
Additionally, a change in profitability leading to operating
losses, a material change in leverage and/or deterioration in the
company's liquidity profile could also yield negative rating
actions.

The rating of the senior secured bank credit facility is sensitive
to changes in NFC's IDR, as well as the level of unencumbered
balance sheet assets in a stress scenario, relative to outstanding
debt.

Fitch affirms the ratings for NAV and its affiliates as follows:

Navistar International Corporation

-- Long-term IDR at 'CCC';
-- Senior unsecured notes at 'CCC'/'RR4';
-- Senior subordinated notes at 'CC'/'RR6'.

Navistar, Inc.

-- Long-term IDR at 'CCC';
-- Senior secured bank term loan at 'B'/'RR1'.

Cook County, Illinois

-- Recovery zone revenue facility bonds (Navistar International
   Corporation Project) series 2010 at 'CCC'.

Illinois Finance Authority (IFA)

-- Recovery zone revenue facility bonds (Navistar International
   Corporation Project) series 2010 at 'CCC'.

Navistar Financial Corporation

-- Long-term IDR at 'CCC';
-- Senior secured bank credit facility at 'CCC'/'RR4'.

As of July 31, 2014, debt at NAV's manufacturing business totaled
$3.2 billion, including unamortized discount, and nearly $2.1
billion at the Financial Services segment, the majority of which
is at NFC.


NEW BERN RIVERFRONT: Hamlin Beats Weaver Cooke's Indemnity Claim
----------------------------------------------------------------
Bankruptcy Judge Stephani W. Humrickhouse ruled on the final
component of the motion for summary judgment filed by third-party
defendant Hamlin Roofing Company, Inc., against Weaver Cooke
Construction, LLC, in its capacity as third-party plaintiff in a
lawsuit over the alleged defective construction of the SkySail
Luxury Condominiums located in New Bern, North Carolina.

A copy of the Court's Sept. 26 Order is available at
http://tiny.cc/pcx4mxfrom Leagle.com.

New Bern Riverfront Development, LLC, the owner and developer of
the SkySail Project, hired Weaver Cooke was the Project's general
contractor.  Weaver Cooke subcontracted with HRCI.

The court already entered an order denying HRCI's motion for
summary judgment with respect to two of Weaver Cooke's three
claims against it (for negligence and breach of express warranty),
which HRCI sought on grounds that the claims were barred by the
applicable statutes of limitation and by the economic loss rule.
This order addresses a remaining claim, in which Weaver Cooke
asserts that HRCI must indemnify it for its losses.

On August 22, 2014, the court entered summary judgment with
respect to Weaver Cooke's indemnity claim against defendants Stock
Building Supply, LLC and PLF of Sanford, Inc. (formerly dba Lee
Window & Door Co.) on grounds that are equally applicable to HRCI.
In her Sept. 26 Order, the Court entered summary judgment in favor
of HRCI on this claim as well.

                     About New Bern Riverfront

Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business.  New Bern Riverfront filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No.
09-10340) on Nov. 30, 2009.  John A. Northen, Esq., at Northen
Blue, LLP, represents the Debtor.  The Company disclosed
$31,515,040 in assets and $25,676,781 in liabilities as of the
Chapter 11 filing.

New Bern Riverfront has filed an Amended Plan of Reorganization,
which represents a consensual plan negotiated with the Debtor's
secured creditor, Wells Fargo Bank, N.A.  The Debtor contemplates
selling properties.


NEWPAGE CORP: Clawback Suit Against Styron Goes to Trial
--------------------------------------------------------
Bankruptcy Judge Kevin Gross in Delaware denied cross-motions for
partial summary judgment filed by the parties in the adversary
proceeding launched by Pirinate Consulting Group, LLC, as
Liquidation Trustee of the NP Creditor Liquidation Trust.

The Trustee sued Styron LLC to avoid and recover $11,788,000 in
transfers which debtors NewPage Corporation and NewPage Wisconsin
Systems Inc. made to Styron during the 90 days immediately prior
to Debtors' bankruptcy filing, i.e., June 9 through September 6,
2011.

The parties' basic contentions are these: (1) Styron argues that
it is entitled to use as part of its new value defense all unpaid
invoices as of the Petition Date and which were paid post-petition
when Styron drew on a letter of credit at a third-party bank; (2)
the Trustee contends that as a creditor that drew on a
collateralized letter of credit to satisfy invoices, Styron is not
entitled to an "unpaid new value" credit because it did not enrich
Debtors' estate.

Styron and the Debtors began doing business together in June 2010,
when Styron purchased a division of Dow Chemical that had been
selling chemicals and related material to Debtors. Styron
continued such sales.

Styron became a beneficiary on September 15, 2010, to a letter of
credit which was originally issued to the Debtors on July 20,
2009.  At that time, the Debtors posted the LOC for the benefit of
Dow Chemical in the amount of $2 million.  Later, the Debtors
substituted Styron for Dow Chemical as beneficiary and increased
the LOC to $3 million.

The LOC, according to the Debtors, was issued pursuant to the
Revolving Credit and Guaranty Credit Agreement, dated December 21,
2011, for which the Debtors were borrowers.  The Debtors had $101
million in letters of credit issued but not drawn as of June 30,
2011.

Wachovia Bank, N.A., was an issuing bank for letters of credit.
The Debtors granted a first priority lien on all cash,
receivables, inventory and the like to secure their obligations.
The Debtors were required to reimburse amounts drawn on letters of
credit. The letters of credit, including the LOC, were fully
collateralized. When Wells Fargo honored a draw on the LOC, and
other letters of credit, it immediately notified Debtors who then
reimbursed Wells Fargo. The procedure for a Styron draw required
Styron to present a statement, "invoice(s) have not been paid and
are past due. We therefore demand payment in the amount of (insert
amount) as same is due and owing." The LOC terms limited draws to
past due invoices.

From April 2010 to August 26, 2011, the Debtors paid Styron's
invoices on an average of 14 days after Styron issued an invoice.
On August 26, 2011, Styron changed the payment terms to require
cash in advance because Styron was worried about the Debtors'
credit position.  The Debtors and Styron agreed to reduce the $3
million LOC by $200,000.

In his ruling, Judge Gross said the cross-motions must be denied
for further development of the facts and corresponding legal
arguments.  "First, it is unclear to the Court whether Styron did
impose new payment terms, and the legal effect of any such
changes. Second, because the LOC was secured and the draws
diminished the estate, was Styron obligated to seek the Court's
approval for the post-petition draws? Third, despite Styron's
concession for purposes of its motion, the Court wants to
determine for itself whether the LOC was secured," the judge said
in his Oct. 1 Memorandum Opinion available at http://is.gd/mOMyDr
from Leagle.com.

The case is, PIRINATE CONSULTING GROUP, LLC, AS LITIGATION TRUSTEE
OF THE NP CREDITOR LITIGATION TRUST, Plaintiff, v. STYRON LLC
Defendant, Adv. Proc. No. 13-52443(KG)(Bankr. D. Del.).

Pirinate Consulting Group may be reached at:

     Pirinate Consulting Group, LLC
     5 Canoe Brook Drive
     Livingston, NJ 07039
     Attn: Eugene I. Davis
     Tel: 973-533-9027

                        About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

An affiliate, Newpage Wisconsin System Inc., disclosed
$509,180,203 in liabilities in its schedules.

NewPage successfully completed its financial restructuring and has
officially emerged from Chapter 11 bankruptcy protection pursuant
to its Modified Fourth Amended Chapter 11 Plan, confirmed on
Dec. 14, 2012, by the U.S. Bankruptcy Court for the District of
Delaware in Wilmington.

Pirinate Consulting Group, LLC, has been named as Liquidation
Trustee of the NP Creditor Liquidation Trust.


NEWPAGE CORP: $2.8MM Payment to Coal Suppliers Not Avoidable
------------------------------------------------------------
Pirinate Consulting Group, LLC, as litigation trustee for the NP
Creditor Litigation Trust, may not recoup $2,805,745 in allegedly
preferential transfers from Knight Hawk Coal, LLC and Avoca Bement
Corp.

Bankruptcy Judge Kevin Gross in Delaware granted identical motions
for summary judgment filed by Knight Hawk and Avoca, seeking entry
of summary judgment in their favor on all counts of the Trustee's
adversary complaint based on the United States Court of Appeals
for the Third Circuit's decision in Kimmelman v. Port Auth. of New
York & New Jersey (In re Kiwi Int'l Air Lines, Inc.), 344 F.3d 311
(3d Cir. 2003) ("Kiwi").

Judge Gross held that the Debtors assumed the Coal Supply
Agreement with the defendants on the Plan Confirmation Date in
accordance with the Catchall Provision of Article VIII of the
Plan. Pursuant to the Third Circuit's Kiwi decision, Judge Gross
said the Trustee may not recover allegedly preferential transfers
which arose under a contract that the Debtors assumed post-
petition.  Therefore, the Defendants are entitled to judgment as a
matter of law on all counts of the Trustee's adversary complaint.
Accordingly, the Court will grant the Defendants' motions for
summary judgment.

Under the terms of the Coal Supply Agreement, Avoca (defined as
"Agent") "acting with and for" Knight Hawk (defined as "Seller")
agreed to sell and NewPage Wisconsin agreed to buy coal of a
certain quality, quantity, and price for a two-year term beginning
January 1, 2011 and ending December 31, 2012. Id. The quantity
term of the Coal Supply Agreement provided that "[a]nnual volume
will be approximately 105,000 tons to be shipped at approximately
2,000 to 2,200 tons per week."

Pursuant to the Critical Vendor Order, the Debtors and Defendants
entered into an agreement memorialized in a "Critical Vendor
Letter" dated November 4, 2011, and signed by representatives of
the Debtors and Defendants.  Under the terms of the Critical
Vendor Agreement, the Debtors agreed to grant the Defendants an
administrative claim in the amount of $128,565.92 pursuant to Sec.
503(b)(9)6 of the Bankruptcy Code, representing pre-petition
amounts due under the Coal Supply Agreement.  In return, the
Defendants agreed to "extend to the Debtors all Customary Trade
Terms, which shall comply with the terms and provisions set forth
in the Coal Supply Agreement."  The Defendants also reserved their
rights to pursue "a claim arising under section 503(b)(9) of the
Bankruptcy Code or pursuant to [their] rights under section 3657
of the Bankruptcy Code as a party to the Coal Supply Agreement.
. . ."

The Coal Supply Agreement was not listed on Plan Schedules 8.1(A)-
(E)8, assumed or rejected with Court approval prior to the
Confirmation Date, or the subject of a motion to assume or reject
as of the Confirmation Date. After the Confirmation Date but prior
to December 31, 2012, Knight Hawk supplied three shipments of coal
to NewPage Wisconsin, totaling 3,791.65 tons, for which Avoca
invoiced NewPage Corporation in the aggregate amount of
$326,081.90.  On December 31, 2012, pursuant to its terms, the
Coal Supply Agreement expired.

NewPage Wisconsin and the Defendants entered into a subsequent
agreement, dated September 27, 2012, for the purchase and sale of
coal for a two-year term beginning January 1, 2013 and ending
December 31, 2014.  In substance the Subsequent Coal Supply
Agreement is similar to the Coal Supply Agreement but the terms
are not identical.

A copy of Judge Gross' Oct. 1 Memorandum Opinion is available at
http://is.gd/3728rzfrom Leagle.com.

The case is, PIRINATE CONSULTING GROUP, LLC, as litigation trustee
of the NP Creditor Litigation Trust, Plaintiff, v. AVOCA BEMENT
CORP. and KNIGHT HAWK COAL, LLC, Defendants. AVOCA BEMENT CORP.,
Third-Party Plaintiff, v. CANADIAN NATIONAL RAILWAY COMPANY, et
al., Third-Party Defendants, Adv. Pro. No. 13-52196 (KG)(Bankr. D.
Del.).

                        About NewPage Corp

Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010.  NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.

NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011.  Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.

Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada.  NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.

Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH.  On Sept. 16, 2011, production ceased at NPPH.

NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel.  In May 2012, Dewey dissolved and commenced
its own Chapter 11 case.  Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP.  In June, NewPage
sought to hire Proskauer as replacement counsel.

NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel.  Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor.  Kurtzman Carson
Consultants LLC is the claims and notice agent.

In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.

The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.

An affiliate, Newpage Wisconsin System Inc., disclosed
$509,180,203 in liabilities in its schedules.

NewPage successfully completed its financial restructuring and has
officially emerged from Chapter 11 bankruptcy protection pursuant
to its Modified Fourth Amended Chapter 11 Plan, confirmed on
Dec. 14, 2012, by the U.S. Bankruptcy Court for the District of
Delaware in Wilmington.

Pirinate Consulting Group, LLC, has been named as Liquidation
Trustee of the NP Creditor Liquidation Trust.


NNN 3500 MAPLE 26: Wants Surplus From Sale of Dallas Property
-------------------------------------------------------------
NNN 3500 Maple 26, LLC, et al., ask the U.S. Bankruptcy Court for
the Northern District of Texas for (i) turnover of estate property
pursuant to Section 542 of the Bankruptcy Code, and (ii) order to
show cause why CWCapital Asset Management, LLC should not be held
in contempt of the automatic stay and liable for damages to the
Debtors.

The Debtors are limited liability companies, which constitute 27
of 33 Tenants in Common (the "TIC Owners") that owned an 18-story
commercial office building situated at 3500 Maple Avenue, in
Dallas, Texas (the "Property").

CWCAM is the Special Servicer for U.S. Bank, National Association,
which, as successor in interest to Bank of America, N.A., is the
Trustee of the Wachovia Bank Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2006-C23 (the "Trust").
The Trust formerly held a Promissory Note, which was secured by a
Deed of Trust, Security Agreement, and Fixture Filing dated
December 27, 2005, granting the holder of the Note a first
priority security interest in the Property.

Pursuant to the Deed of Trust, repayment of the Note is secured by
the Property.  Following an auction, all of the TIC Owners'
obligations under the Note were paid off and excess funds (the
"Surplus") are available to pay creditors in full and provide a
meaningful recovery to the TIC Owners.

On May 9, 2014, CWCAM filed the Interpleader Complaint (Adv. Pro.
No. 14-03068) and a related Motion to Interplead Funds against the
Debtors; the Original Borrowers; several TICs and Building and
Land Technology Corp.  In the action, CWCAM seeks authority to
deposit the Surplus into the registry of the Court.  In addition,
CWCAM seeks a release from all claims of any party asserting a
right to the Surplus, including the Debtors, and authority to
deduct CWCAM's attorney's fees from the Surplus, without
application.

Following mediation, the Debtors and other parties reached an
agreement in principle resolving the distribution of the Surplus
to the Buyer.  As a result of the Interpleader Settlement, there
will no longer be any competing claims to the Surplus, the
Complaint will be moot, and the relief requested in the
Interpleader Action is no longer necessary.  In order to
facilitate a prompt resolution of the Interpleader Action, the
Debtors filed this Motion and a motion for summary judgment, or,
in the alternative, motion to disburse funds in the Interpleader
Action.

The Debtors contend that CWCAM has refused to withdraw the
Complaint or the Interpleader Motion voluntarily because it seeks,
among other things, a comprehensive release from all interested
parties, including the Debtors, and an order from the Court
allowing payment of all fees and expenses it has incurred
(including legal fees) in connection with the Chapter 11 Cases and
the Interpleader Action from the Surplus.

The Debtors submit that CWACM's continued retention of the Surplus
is a transparent attempt to obtain final payment of its legal fees
and expenses, which exceed $2.1 million, without the need to
demonstrate the reasonableness of those fees and expenses.  The
Debtors add that CWCAM's intransigence is (once again) needlessly
delaying the administration of their Chapter 11 Cases.

The Court will convene a hearing on October 21, 2014, at 2:00 p.m.
to consider the Motion.

                  About NNN 3500 Maple Entities

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the California Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale in Dallas presides over the case.

On Aug. 29, 2013, 26 other affiliates filed separate Chapter 11
petitions.  These entities are: NNN 3500 Maple 1, LLC, NNN 3500
Maple 2, LLC, NNN 3500 Maple 3, LLC, NNN 3500 Maple 4, LLC, NNN
3500 Maple 5, LLC, NNN 3500 Maple 6, LLC, NNN 3500 Maple 7, LLC,
NNN 3500 Maple 10, LLC, NNN 3500 Maple 12, LLC, NNN 3500 Maple 13,
LLC, NNN 3500 Maple 14, LLC, NNN 3500 Maple 15, LLC, NNN 3500
Maple 16, LLC, NNN 3500 Maple 17, LLC, NNN 3500 Maple 18, LLC, NNN
3500 Maple 20, LLC, NNN 3500 Maple 22, LLC, NNN 3500 Maple 23,
LLC, NNN 3500 Maple 24, LLC, NNN 3500 Maple 27, LLC, NNN 3500
Maple 28, LLC, NNN 3500 Maple 29, LLC, NNN 3500 Maple 30, LLC, NNN
3500 Maple 31, LLC, NNN 3500 Maple 32, LLC, and NNN 3500 Maple 34.

Each Debtor holds an ownership interest as a tenant in common in
an 18-story commercial office building commonly known as 3500
Maple Avenue, Dallas, Texas 75219.

These TICs have not filed for bankruptcy: NNN 3500 Maple 0, LLC,
NNN 3500 Maple 8, LLC, NNN 3500 Maple 9, LLC, NNN 3500 Maple 11,
LLC, NNN 3500 Maple 25, LLC, and NNN 3500 Maple 35, LLC.

Bankruptcy Judge Harlin DeWane Hale denied confirmation of two
competing reorganization plans filed in the Chapter 11 cases of
NNN 3500 Maple 26 LLC and its affiliated debtors.

The Plan is to be funded by an $8.5 million "Cash Infusion" and
"Additional Equity Contributions" of around $10 million.  Under
the Debtors' Plan, the building will undergo substantial
rehabilitation.

The Plan propose by Strategic Acquisition Partners, LLC, a party
that acquired a claim in the case, similar to the Debtors', in an
attempted cure and restatement, will replace the Borrower with
NewCo under the Loan Documents.  NewCo will be divided into Class
A and Class B membership interests.

An official creditors' committee has not been appointed in this
case.  Neither a trustee nor an examiner has been appointed.

The Debtors are represented by Michelle V. Larson, Esq., at
ANDREWS KURTH LLP, and Jeremy B. Reckmeyer, Esq., at ANDREWS KURTH
LLP.

Strategic Acquisition Partners LLC is represented by Joseph J.
Wielebinski, Esq., Davor Rukavina, Esq., Zachery Z. Annable, Esq.,
and Thomas D. Berghman, Esq., at MUNSCH HARDT KOPF & HARR, P.C.

William B. Finkelstein, Esq., Esq., and Jeffrey R. Fine, Esq., at
DYKEMA GOSSETT PLLC serve as counsel to Maple Avenue Tower, LLC.


OXBOW CARBON: Moody's Lowers Corporate Family Rating to B1
----------------------------------------------------------
Moody's Investors Services downgraded the Corporate Family Rating
(CFR) of Oxbow Carbon LLC's to B1 from Ba3. At the same time,
Moody's downgraded the company's first-lien term loans and
revolver to B1 from Ba3, and the second lien term loan to B3 from
B2. The outlook is stable.

Downgrades:

Issuer: Oxbow Carbon LLC

Probability of Default Rating, Downgraded to B1-PD from Ba3-PD

Corporate Family Rating (Local Currency), Downgraded to B1 from
Ba3

Senior Secured Bank Credit Facility (Local Currency) Jan 19,
2020, Downgraded to B3, LGD5 from B2, LGD5

Senior Secured Bank Credit Facility (Local Currency) Jul 19,
2018, Downgraded to B1, LGD3 from Ba3, LGD3

Senior Secured Bank Credit Facility (Local Currency) Jul 19,
2019, Downgraded to B1, LGD3 from Ba3, LGD3

Senior Secured Bank Credit Facility (Local Currency) Jul 19,
2018, Downgraded to B1, LGD3 from Ba3, LGD3

Outlook Actions:

Issuer: Oxbow Carbon LLC

Outlook, Changed To Stable From Negative

Ratings Rationale

The downgrade reflects continuing weak financial performance,
following the contraction in operating margins over the past two
years, primarily reflecting declining volumes and/or prices in the
company's key fuel grade petcoke (FGP), calcined petroleum coke
(CPC) and international segments. The company has also exhibited
weaker debt protection metrics during the same period, as measured
by debt-to-EBITDA of 5.0 times (including Moody's standard
accounting adjustments) as of June 30, 2014 versus 4.1 times at
December 31, 2013, 3.5 times at December 31, 2012 and 2.4 times at
December 31, 2011, which indicates a decline in earnings
generation and a high absolute debt level relative to the
underlying cyclicality in the markets served. Moody's anticipate
leverage to decline to 4.2x by the end of 2014 as a result of
insurance proceeds (predominantly related to the closure of its
coal mine in 2013) due to be received in the second half of the
year and contribution to earnings from businesses acquired in the
first half of the year. That said, Moody's anticipate leverage to
drift higher to 4.5x -- 5.0x in 2015, as key markets remain
challenged and the company does not receive the insurance
compensation income as it did in 2013 and 2014. Moody's also note
that the company historically directed substantial free cash flows
towards dividends. If this trend continues, the extent of free
cash flows available for debt repayment will be limited.

Oxbow's CFR continues to reflect the company's modest size and the
volatility of the aluminum and steel industry which are key end
markets to the company's CPC and FGP segments, respectively.
However, Oxbow tends to exhibit relatively less volatile operating
margins than other commodities producers given that the operating
construct of earnings is generally based on a net spread. Although
Moody's view the CPC business, where the company enjoys a leading
global market position, as an important contributor to earnings,
the company's diversified business segments other than CPC,
including FGP distribution and sulfur, have historically mitigated
volatility in operating performance.

Under Moody's Loss Given Default (LGD) methodology, the B1 rating
on the first lien secured revolver and term loans, which is in
line with the corporate family rating, reflects the preponderance
of this debt within the overall capital structure. The B3 rating
on the second lien term loan B reflects its weaker position in the
capital structure.

Oxbow continues to have adequate liquidity, supported by $75
million of cash and cash equivalents as of June 30, 2014 and
roughly $510 million available under a $800 million secured
revolving credit facility expiring in July 2018. In recent
periods, the company has increased its reliance under its revolver
due to weaker free cash flow generation; however, borrowings have
remained modest relative to the size of the facility. For the
twelve months ended June 30, 2014, Oxbow generated negligible free
cash flows, and Moody's do not expect material improvements for
the next twelve to eighteen months. Moody's expect Oxbow to comply
with its financial covenants over the next 12 to 18 months
although Moody's anticipate some tightening in cushions,
reflecting profitability that is weaker than historical levels and
still-high absolute debt balances. In addition, dividend levels
remain discretionary relative to the performance of the company.

Oxbow's stable outlook reflects Moody's view that the company's
performance will begin improving after 2015, as acquired
businesses contribute to the bottom line and the company's key end
markets continue to slowly recover.

The ratings and/or outlook could be lowered if leverage was
sustained above 5x, EBITDA margins decreased to less than 8%, free
cash flow was persistently negative, or liquidity position
deteriorated.

Going forward, the ratings and/or outlook could be raised if the
company earnings and cash flow generation improve such that
leverage is expected to fall below 3.5x on a sustainable basis and
EBITDA margins were expected to improve to greater than 10%, all
while maintaining a comfortable liquidity profile.

Headquartered in West Palm Beach, Florida, Oxbow Carbon LLC
(Oxbow) is a major producer and supplier of calcined petroleum
coke (CPC). It is also among the world's largest distributors of
carbon based fuels including fuel grade petcoke (FGP) and other
products. Oxbow also serves as a third-party provider of sulfur
and sulfuric acid for sale to fertilizer companies as well as
marketing, distribution and logistics services for sulfur. For the
12 months ending June 30 , 2014, the company generated $2.9
billion of revenues.

Oxbow is a subsidiary of Oxbow Carbon & Minerals Holdings, Inc., a
private company controlled by William I. Koch, with private equity
and strategic investors holding the balance.

The principal methodology used in this rating was Global Steel
Industry published in October 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


PACIFIC THOMAS: Deutsche Bank May Foreclose on Riverside Property
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
approved a stipulation between Deutsche Bank National Trust
Company, as trustee for HSI Asset Securitization Corp Trust 2007-
NC1, and Kyle Everett, Trustee for the bankruptcy estate of
Pacific Thomas Corporation.

The Stipulation relates to the real property commonly known as
16997 Rocky Bend Court, in Riverside, California.  Deutsche Bank
is the current beneficiary under that certain deed of trust
encumbering the Property.

The Stipulation provides that to the extent that the automatic
stay under Section 362(a) of the Bankruptcy Code may be in effect
as to the Property, the Debtor and Trustee consent to the
termination of the stay as to Deutsche Bank, its successors and
assigns to allow Deutsche Bank to enforce its remedies to
foreclose upon and obtain possession of the Property.

                   About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel.  The petition was signed by Jill V. Worsley, COO,
secretary.  Kyle Everett was named Chapter 11 trustee of the
Debtor.  Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San
Francisco, Calif., represents the Chapter 11 trustee as counsel.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.

In January 2014, Judge Hammond entered an order holding that
Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed
on Dec. 31, 2013, is not approved for the reasons stated on the
record at the Jan. 16 hearing.  Pursuant to the Plan, the Debtor
proposes to avail of a loan from Thorofare Capital to pay off some
secured claims.  The new loan would be refinanced by the
reorganized company before the loan terms expires.  If the
reorganized company fails to do so, the safe storage parcels of
the Pacific Thomas properties will be sold.


PEREGRINE FINANCIAL: US Bank Can't Escape Dual Class Actions
------------------------------------------------------------
Law360 reported that an Illinois federal judge narrowed two class
actions alleging U.S. Bank NA facilitated the $200 million theft
of customer funds at now-bankrupt futures merchant Peregrine
Financial Group Inc., leaving certain claims from commodity
brokers and account holders intact.  According to the report, U.S.
District Judge Sara J. Ellis determined that futures account
holders and customers of Peregrine could pursue U.S. Bank for
breach of fiduciary duty and fraud by omission surrounding the
activities of former depositor Peregrine and its now-imprisoned
CEO Russell Wasendorf.  The suit had also targeted JPMorgan Chase
Bank NA, which reached a $15.3 million settlement in March with
Peregrine's bankruptcy trustee that will remove it from the case
if approved.

The cases are In re: Peregrine Financial Group Customer
Litigation, case number 1:12-cv-5546, in the U.S. District Court
for the Northern District of Illinois and Fintec Group Inc. v.
U.S. Bank NA, case number 1:13-cv-08076, in the same court.

                    About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PEREGRINE FINANCIAL: Trustee Resolves 10,000 of 14,100 Claims
-------------------------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reports
that futures customers of Peregrine Financial Group Inc. whose
claims were resolved recently will receive $4 million in catch-up
distributions from the trustee.  According to the report, a
bankruptcy judge in Chicago authorized catch-up distributions to
customers who didn't receive prior payments because their claims
were in dispute.

                    About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PETTERS GROUP: Trustee, Investors Settle $3.2 Billion Lawsuit
-------------------------------------------------------------
Jacqueline Palank, writing for Daily Bankruptcy Review, reported
that Douglas A. Kelley, the trustee tracking down funds to repay
creditors and investors of convicted Ponzi scheme operator Tom
Petters, has struck a deal to settle a $3.2 billion lawsuit for
more than $322 million.

                    About Petters Company, Inc.

Based in Minnetonka, Minn., Petters Group Worldwide LLC is a
collection of some 20 companies, most of which make and market
consumer products.  It also works with existing brands through
licensing agreements to further extend those brands into new
product lines and markets.  Holdings include Fingerhut (consumer
products via its catalog and Web site), SoniqCast (maker of
portable, WiFi MP3 devices), leading instant film and camera
company Polaroid (purchased for $426 million in 2005), Sun Country
Airlines (acquired in 2006), and Enable Holdings (online
marketplace and auction for consumers and manufacturers' overstock
inventory).  Founder and chairman Tom Petters formed the company
in 1988.

Petters Company, Inc., is the financing and capital-raising unit
of Petters Group Worldwide.

Thomas Petters, the founder and former CEO of Petters Group, has
been indicted and a criminal proceeding against him is proceeding
in the U.S. District Court for the District of Minnesota.

Petters Company, Petters Group Worldwide and eight other
affiliates filed separate petitions for Chapter 11 protection
(Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008.  In its
petition, Petters Company estimated its debts at $500 million and
$1 billion.  Parent Petters Group Worldwide estimated its debts at
not more than $50,000.

Douglas Kelley, the Chapter 11 Trustee of Petters Company, Inc.,
et al., is represented by James A. Lodoen, Esq., at Lindquist &
Vennum LLP, in Minneapolis, Minn.  The trustee tapped Haynes and
Boone, LLP as special counsel, and Martin J. McKinley as his
financial advisor.

Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed separate petitions for Chapter 11 bankruptcy
protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and
08-35198) on Oct. 6, 2008.  Petters Aviation is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun
Country's parent company.


PRM FAMILY: Amends Disclosure Statement for Liquidation Plan
------------------------------------------------------------
The Official Committee of Unsecured Creditors and PRM Family
Holding Company, L.L.C., et al., filed an amended Disclosure
Statement dated September 22, 2014, to holders of Claims against
and interests in the Debtors in connection with the solicitation
of acceptances of the Joint Plan of Liquidation dated July 25,
2014.

The Amended Disclosure Statement states that the Debtors'
bankruptcy estates hold significant avoidance actions and
litigation claims, the transferring of avoidance actions and
litigation claims to the Creditor Trust will allow for the value
of these assets to be maximized and allow for a potential recovery
to general unsecured creditors, as well as full recovery by
holders of administrative claims.

Since the inception of the case, the Debtors have paid not less
than $205,000,000 in administrative claims.

The Provanzano family has committed to contributing $1.6 million
to fund the Plan.  With the concurrence of the Committee, the
family contributed not less than $850,000 post-sale to the Debtors
to reconcile and satisfy certain administrative claims.

As of September 10, 2014, the Debtors say they are currently
holding Cash in the approximate amount of 76,466.  The Cash will
be used by the Creditor Trust to make distributions to holders of
Allowed Claim according to their respective priorities under the
Plan.  Additionally, $100,000 remains in an escrow from the sale
of the assets to CNG Ranch LLC.

Under the Plan, the Creditor Trust will have assets totaling
$2,927,631 including cash in the Debtor in possession account of
$76,466, cash in MAPS of $501,165, cash in the CNG sale escrow of
$100,000, unliquidated litigation claims of $750,000, and
avoidance claims of $1,500,000.  The estimated administrative
claims are $2,230,531.

The Amended Disclosure Statement also provides updates relating to
the Debtors' motion for order authorizing the private sale of
substantially all assets free and clear (the "CNG Sale Motion").

The CNG Sale Motion resolved the Debtors' outstanding issues with
their largest unsecured creditor, Unified Grocers/GCC, including a
claim secured by the Debtors' FF&E, inventory, and stock of $8.3
million, an asserted $3 million Section 503(b)(9) claim, and a
general unsecured claim in excess of $3 million.  The Guarantors
individually and on behalf of their Trusts delivered their
executed secured promissory note of $7.2 million in exchange for
neither Unified Grocers nor GCC asserting a claim against the PRM
bankruptcy estate.

The CNG Secured Claim has been satisfied by CNG's purchase of the
Debtors' assets and credit bid of $39.8 million pursuant to the
CNG Asset Purchase Agreement.  As a result of the Committee's and
the Debtors' negotiation with CNG and through the efforts of the
Mediator, the CNG credit bid eliminated a potential unsecured
claim of more than $15 million.

A blacklined copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/PRMFAMILY_AmdDS_blacklined.pdf

                        About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on May
28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods, and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

PRM Family submitted to the Bankruptcy Court on Sept. 23, 2013, a
Joint Disclosure Statement in support of Plan of Reorganization.
The Disclosure Statement says the Debtor will continue the
operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PRM FAMILY: Vendors Object to Plan Outline; Seek Case Conversion
----------------------------------------------------------------
Bro-Pack Enterprises and Bar-S Foods oppose the approval of the
Amended Disclosure Statement with respect to the Joint Plan of
Liquidation of PRM Family Holding Company, L.L.C., dated September
22, 2014.

The Vendors are creditors and Section 503(b)(9) claimants in the
Debtors' Chapter 11 cases.  The Vendors also filed objection to
the Initial Disclosure Statement.

Rather than addressing the primary objections to the Initial
Disclosure Statement, the Amended Disclosure Statement has made
things worse, Isaac M. Gabriel, Esq., at Quarles & Brady LLP, in
Phoenix, Arizona -- isaac.gabriel@quarles.com -- tells the U.S.
Bankruptcy Court for the District of Arizona.  He alleges that the
Amended Disclosure Statement and the Plan are entirely dependent
on speculative recovery of mostly unfiled future lawsuits, and the
Effective Date of the Plan will only occur if and when these
unfiled lawsuits bring in sufficient net proceeds (if ever) to pay
all administrative claims in full.

"Amazingly, the proponents of the Plan have acknowledged that the
Effective Date 'may never occur,'" Mr. Gabriel says.  "An
indefinite effective date conditioned on unfiled and speculative
litigation renders the Plan unconfirmable on its face," he notes.

Moreover, Mr. Gabriel contends, the Debtors and the Official
Committee of Unsecure Creditors have violated the Bankruptcy Code
and have paid various favored Section 503(b)(9) creditors without
court approval in amounts ranging from 50% to 100% of their claim
amounts.  He asserts that these payments occurred after the sale
of the assets and were apparently made from the sale without
advance notice to other Section 503(b)(9) creditors and an
opportunity to object.

Bar-S and Bro-Pack were not offered this early-payment option, Mr.
Gabriel informs the Court.  He argues that the payment of these
prepetition claims without notice is sufficient grounds for
immediate conversion of this case under Section 1112 of the
Bankruptcy Code.

"Even more amazing, none of the detail relating to these improper
payments is contained in the Amended Disclosure Statement and was
only provided on September 26, 2014 after multiple written
requests," Mr. Gabriel says.

Accordingly, the Vendors ask the Court to:

   -- deny approval of the Disclosure Statement;

   -- rule that the Plan is facially unconfirmable;

   -- require all professionals paid from estate assets to
      disgorge the amount of fees necessary to allow an equal pro
      rata payment to all administrative creditors and
      immediately pay them into the Debtors' debtor-in-possession
      bank accounts; and

   -- converting these cases to Chapter 7 and appointing a
      Chapter 7 trustee.

                        About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on May
28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods, and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

PRM Family submitted to the Bankruptcy Court on Sept. 23, 2013, a
Joint Disclosure Statement in support of Plan of Reorganization.
The Disclosure Statement says the Debtor will continue the
operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PRM FAMILY: Court Moved Disclosure Statement Hearing to Nov. 4
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona continued
the hearing to consider the disclosure statement of PRM
Family Holding Co., LLC, on Nov. 4, 2014 at 01:30 p.m. at 230 N.
First Ave., 7th Floor, Courtroom 701 in Phoenix, Arizona.

The hearing was originally set for Sept. 29, 2014.

As reported in the Troubled Company Reporter on Sept. 24, 2014,
the disclosure statement explains in details how claims will be
paid under the liquidation plan proposed by the company and its
official committee of unsecured creditors.

As reported by the TCR on Aug. 6, 2014, secured creditors,
including those that hold secured tax claims and CNG secured
claims will be paid in full under the plan.

Creditors holding priority claims will be paid from a creditor
trust while general unsecured claims will be deemed to hold
"unsecured creditor trust interests" and will receive pro rata
distributions from the trust.  Meanwhile, PRM Family's equity
securities will be cancelled.

The liquidation plan will be funded in part by a contribution from
related third parties, Provenzano Family members and their
respective trusts.

Bro-Pack Enterprises filed an objection to the disclosure
statement in which it complained about the unfair treatment of
certain creditors holding administrative claims.  The objection
drew support from creditors, including Bar-S Foods, Flyers Energy
LLC, Mojave Foods Corp. and TRC Master Fund LLC.

                         About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico,
sought Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026)
on May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods, and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.

HG Capital Partners' Jim Ameduri serves as financial advisor.

PRM Family submitted to the Bankruptcy Court on Sept. 23, 2013, a
Joint Disclosure Statement in support of Plan of Reorganization.
The Disclosure Statement says the Debtor will continue the
operation of a long-standing business, which currently employs
approximately 2,300 people. Continuing the business will allow the
Debtors to repay creditors and maintain trading relationships with
long-term trade vendors.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PROLOGIS INC: Fitch Keeps 'BB+' Rating on $78MM Preferred Stock
---------------------------------------------------------------
Fitch Ratings assigns a credit rating of 'BBB' to the EUR600
million aggregate principal amount of guaranteed notes issued by
Prologis, L.P., the operating partnership of Prologis, Inc. (NYSE:
PLD; collectively including rated subsidiaries Prologis or the
company). The 2020 notes have an annual coupon rate of 1.375% and
were priced at 99.834% of the principal amount to yield 1.404% to
maturity or 85 basis points (bps) over the mid-swap rate.

The notes are senior unsecured obligations of Prologis, L.P. that
are fully and unconditionally guaranteed by Prologis, Inc. The
company intends to use the net proceeds of approximately EUR596.9
million for general corporate purposes, including the acquisition
and development of European properties and additional investments
in European co-investment ventures. In the short term, Prologis
intends to use the net proceeds to repay borrowings under its
global line of credit and/or multi-currency senior term loan.

In addition to the 2020 notes, Fitch currently rates Prologis as
follows:

Prologis, Inc.
-- Issuer Default Rating (IDR) 'BBB';
-- $78.2 million preferred stock 'BB+'.

Prologis, L.P.
-- IDR 'BBB';
-- $2.5 billion global senior credit facility 'BBB';
-- $5.6 billion senior unsecured notes 'BBB';
-- $460 million senior unsecured exchangeable notes 'BBB';
-- EUR500 million multi-currency senior unsecured term loan 'BBB'.

Prologis Tokyo Finance Investment Limited Partnership
-- Senior unsecured guaranteed notes 'BBB';
-- JPY45 billion senior unsecured revolving credit facility 'BBB';
-- JPY40.9 billion senior unsecured term loan 'BBB'.

The Rating Outlook is Positive.

Key Rating Drivers

The Positive Outlook reflects the material improvement in the
company's liquidity position, increasing cash flow in excess of
fixed charges, reflecting strong property fundamentals and the
expectation that leverage will decline to levels commensurate with
a 'BBB+' IDR. Prologis reduced leverage over the past year by
growing EBITDA and repaying debt with proceeds from asset sales
and contributions to co-investment ventures. However, leverage
remains high for the 'BBB' rating (pro rata 7.5x in second quarter
2014 [2Q'14] and 7.8x for the trailing 12 months (TTM) ended June
30, 2014, due in part to the company's land holdings).

Credit strengths include strong asset quality, excellent access to
capital, and a global platform with diversification by location
and tenant. Prologis has adequate unencumbered asset coverage of
unsecured debt. The main credit concerns are the high leverage and
the continued increase in the company's speculative development
pipeline which results in elevated lease-up risk.

Material Improvement in Liquidity; Change in Strategy

Prologis improved its liquidity position over the past year and
Fitch expects the company will seek to maintain sufficient
liquidity before considering proceeds from dispositions and
contributions. While Fitch expects PLD will continue to match-fund
its development expenditures with dispositions and contributions,
maintaining sufficient liquidity before the match-funding reduces
the risks to unsecured bondholders during periods of capital
markets dislocation.

The company's liquidity coverage ratio improved to 1.3x for the
period July 1, 2014 to Dec. 31, 2016 from 0.8x a year prior as a
result of multiple bond offerings and increased availability under
the bank facility agreements, despite the offsetting effect of
using some of the proceeds to tender for longer dated bonds. Fitch
defines liquidity coverage as liquidity sources divided by uses
for the period July 1, 2014 to Dec. 31, 2016. Liquidity sources
include unrestricted cash, availability under revolving credit
facilities pro forma for the repurchase of 2017-2018 notes in July
2014 and senior notes due 2020, and projected retained cash flows
from operating activities. Liquidity uses include pro rata debt
maturities after extension options at PLD's option, projected
recurring capital expenditures, and pro rata cost to complete
development. Under a scenario by which the company's 3.25%
exchangeable debentures convert to equity in 2015, liquidity
coverage would improve to 1.5x.

On a pro forma basis, only 0.4% of pro rata debt matures for the
remainder of 2014, followed by 8.5% in 2015 and 8.1% in 2016.
Internally generated liquidity is moderate as the company's
adjusted funds from operations (AFFO) payout ratio was 83.5% in
2Q'14, down from 95.4% in full-year 2013. Based on the current
payout ratio, the company would retain approximately $130 million
in annual cash flow.

Improving Fundamentals and Fixed-Charge Coverage

Positive net absorption continues to benefit Prologis' portfolio
while macro industrial indicators such as manufacturing levels,
housing starts and homebuilder confidence indicate that demand may
continue to outpace supply. The company's average net effective
rent change on rollover was 6.4% for the TTM ended June 30, 2014,
up from 4.5% on average in 2013. Average occupancy also increased
to 94.5% for the TTM ended June 30, 2014 from 94.1% on average for
2013, and cash same-store net operating income (NOI) grew by 3.6%
on average for the TTM ended June 30, 2014, up from 1.6% on
average in 2013.

Pro rata fixed-charge coverage (FCC) was 2.4x in 2Q'14 (2.1x TTM),
up from 1.8x in 2013. Fitch defines pro rata FCC as pro rata
recurring operating EBITDA less pro rata recurring capital
expenditures less straight-line rent adjustments divided by pro
rata interest incurred and preferred stock dividends. Fitch
projects that a minor increase in occupancy and rental rate growth
in the high single digits (since in-place rents over the next
several years remain approximately 10% below market rents) will
result in 3%-4% same store NOI (SSNOI) growth over the next
several years. This should result in FCC sustaining in the 2.5x to
3.0x range, which is appropriate for a 'BBB+' rating.

High Leverage Expected to Decline

The company's 7.5x pro rata debt-to-EBITDA ratio as of June 30,
2014 is high for the 'BBB' rating. Fitch projects that pro rata
leverage will decline through 2016 to approximately 6.5x due
primarily to SSNOI growth. Fitch's leverage threshold of 6.5x for
a 'BBB+' rating for Prologis acknowledges the company's strong
asset quality and lower portfolio yields.

Pro Rata Treatment

Fitch looks primarily at pro rata leverage (pro rata net debt-to-
pro rata recurring operating EBITDA) rather than consolidated
metrics given Fitch's expectation that PLD has and would in the
future support or recapitalize unconsolidated entities, its
agnostic view toward property management for consolidated and
unconsolidated assets, and its focus on pro rata portfolio and
debt metrics.

As a supplementary measure, Fitch calculates consolidated leverage
as consolidated net debt-to consolidated recurring operating
EBITDA plus Fitch's estimate of recurring cash distributions from
unconsolidated co-investment ventures, since these cash
distributions benefit unsecured bondholders. However, this
supplementary measure may understate leverage given the inclusion
of cash distributions from joint ventures but exclusion of the
corresponding non-recourse debt. Fitch does not expect Prologis to
take any of the co-investment ventures' assets or debt onto its
balance sheet over the next several years.

Excellent Access to Capital

The company issued $7.1 billion and EUR2.5 billion in unsecured
bonds since 2009 (using the proceeds to refinance and repurchase
bonds and for general corporate purposes) and $3.7 billion of
follow-on common equity at a weighted average discount of 1.8% to
consensus estimated net asset value. The company also has a $750
million at-the-market equity offering program, though it has yet
to utilize this program. Debt issuance volumes have been
particularly strong over the past year as the company has issued
EUR2.5 billion and $1.75 billion of bonds since August 2013.

Strategic capital is another important source of funding for PLD.
In 2014, PLD formed Prologis U.S. Logistics Venture with Norway's
sovereign wealth fund NBIM (the second venture between NBIM and
Prologis following the formation of Prologis European Logistics
Partners Sarl in 2013). Strategic capital raises also include
publicly traded vehicles (FIBRA Prologis and Nippon Prologis
REIT). The company rationalized and restructured certain of its
investment ventures to increase the permanency of its capital and
reduce the inter-dependence over the past several years, which
Fitch views favorably.

Global Platform

Prologis had $51.6 billion of assets under management as of June
30, 2014 and the global platform limits the risk of over-exposure
to any one region's fundamentals. PLD derived 83.3% of its 2Q'14
NOI from Prologis-defined global markets (56.2% in the Americas,
21.8% in Europe, and 5.3% in Asia), and the remaining 16.7% of
2Q'14 NOI was derived from regional and other markets.

The portfolio generally has proximity to ports or intermodal
yards, cross-docking capabilities and structural items such as
tall clearance heights. The portfolio has limited tenant
concentration, which is a credit strength, as only the top four
tenants comprise more than 1% of annual base rent (ABR). PLD's top
tenants at March 31, 2014 were DHL (2.1% of ABR), CEVA Logistics
(1.4% of ABR), Kuehne & Nagel (1.3% of ABR) and Geodis (1.2% of
ABR).

Adequate Unencumbered Asset Coverage

Prologis has adequate contingent liquidity with a stressed value
of unencumbered assets (2Q'14 unencumbered NOI divided by a
stressed 8% capitalization rate) to net unsecured debt of 2.0x.
When applying a 50% haircut to the book value of land held and a
25% haircut to construction in progress, unencumbered asset
coverage improves to 2.2x.

Increasing Speculative Development

PLD's strategy of developing industrial properties centers on
value creation and complements the company's core business of
collecting rent from owned assets. After construction and
stabilization, the company either holds such assets on its balance
sheet or contributes them to managed co-investment ventures. PLD
endeavors to match-fund development expenditures and acquisitions
with cash from dispositions or contributions of assets to the
ventures. If the company does not anticipate disposition or
contribution volumes, PLD management has stated that the company
would scale back development starts and acquisitions accordingly,
though the sector has a mixed track record of forecasting market
cycles.

Fitch views PLD's improved focus on risk management related to its
business, including development (i.e. Prologis Integrated Risk
Index) favorably. Development is substantially smaller today with
total expected investment (TEI) at 9.1% of undepreciated assets at
June 30, 2014 versus 31.8% at year-end 2007 (ProLogis and AMB
Property Corporation pro forma). Costs to complete are 3.7% of
undepreciated assets at June 30, 2014 (2.8% pro rata) compared
with 14.1% at year-end 2007. However, speculative development
increased post-merger to 82.4% at June 30, 2014 from 58.2% in 2013
and 43.2% in 2012, which illustrates elevated lease-up risk.

Preferred Stock Notching

The two-notch differential between PLD's IDR and its preferred
stock rating is consistent with Fitch's 'Treatment and Notching of
Hybrids in Nonfinancial Corporate and REIT Credit Analysis'
criteria report dated Dec. 23, 2013, as PLD's preferred securities
have cumulative coupon deferral options exercisable by PLD and
thus have readily triggered loss-absorption provisions in a going
concern.

Rating Sensitivities

The following factors may result in a ratings upgrade to 'BBB+':

-- Fitch's expectation of pro rata leverage sustaining below 6.5x
   is Fitch's primary rating sensitivity (pro rata leverage was
   7.5x in 2Q'14 and 7.8x TTM);

-- Fitch's expectation of consolidated leverage sustaining below
   6x (consolidated leverage was 6.1x in 2Q'14 and 6.5x TTM. Fitch
   defines consolidated leverage as net debt to recurring
   operating EBITDA including recurring cash distributions from
   unconsolidated entities to Prologis);

-- Fitch's expectation of liquidity coverage sustaining above
   1.25x (this ratio is 1.3x for the period July 1, 2014 to Dec.
   31, 2016 but improves to 1.5x under a scenario by which the
   company's 3.25% exchangeable debentures convert to equity in
   2015);

-- Fitch's expectation of FCC sustaining above 2x (this ratio was
   2.4x in 2Q'14 and 2.1x TTM).

The following factors may result in negative action on the ratings
and/or Rating Outlook:

-- Fitch's expectation of pro rata leverage sustaining above 7.5x;
-- Fitch's expectation of consolidated leverage sustaining above
   7.0x;
-- Fitch's expectation of liquidity coverage sustaining below
   1.0x;
-- Fitch's expectation of FCC sustaining below 1.5x.


PROSPECT PARK: Will Modify Liquidating Plan
-------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reports
that Prospect Park Networks LLC, the producer of "All My Children"
and "One Life to Live," decided not to proceed with its
liquidating Chapter 11 plan in the face of opposition from the
official creditors' committee.  According to the report, Prospect
Park said it will file a revised plan and hold a hearing for
approval of an explanatory disclosure statement at a date "to be
determined."

                   About Prospect Park Networks

Prospect Park Networks, LLC, a Los Angeles, Calif.-based talent
and management company, filed for Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 14-10520) in Wilmington, on March 10, 2014,
estimating $50 million to $100 million in assets, and $10 million
to $50 million in debts.  The petition was signed by Jeffrey
Kwatinetz, president.

William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at
Cousins Chipman & Brown LLP, in Wilmington, Delaware; and John H.
Genovese, Esq., Michael Schuster, Esq., and Heather L. Harmon,
Esq., at Genovese Joblove & Battista, P.A. serve as the Debtor's
bankruptcy counsel.  The Debtor also hired Cohn Reznick LLP as an
ordinary course professional.

The U.S. Trustee for Region 3 selected three creditors to serve on
the Official Committee of Unsecured Creditors.  Cole, Schotz,
Meisel, Forman & Leonard, P.A., serves as the Committee's counsel.


PWK TIMBERLAND: Hearing on Plan Outline Set for Dec. 18
-------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
will hold the next hearing on PWK Timberland LLC's disclosure
statement on Dec. 18.

Under the plan, creditors will receive full payment of their
claims against the company.  Meanwhile, equity holders agreed to
forgo any payments under the plan until all impaired creditors are
paid.

PWK Timberland does not believe there are any general unsecured
creditors but if there are, they will be paid in full on the
effective date of the plan.

                       About PWK Timberland

Lake Charles, Louisiana-based PWK Timberland LLC sought Chapter 11
protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013.
Gerald J. Casey, Esq., serves as counsel to the Debtor.  The
Debtor disclosed $15,038,448 in assets and $1,792,957 in
liabilities as of the Chapter 11 filing.

The Debtor has filed a first amended plan of reorganization and
explanatory disclosure statement.   A copy of the First Amended
Disclosure Statement dated April 30, 2014, is available for free
at http://bankrupt.com/misc/PWKTIMBERLAND_1stAmdDS.PDF

As reported in the Dec. 11, 2013 edition of the Troubled Company
Reporter, PWK Timberland's Plan provides that all allowed claims
will be satisfied in full.  The Plan contemplates (i) that the
unsecured claims of former members are unimpaired; (ii) the Debtor
does not believe there are any general unsecured creditors but if
there are, they will be paid in full on the Effective Date; and
(iii) equity holders agreed to forgo any payments under the plan
until all impaired creditors have been paid in according to the
terms of the Plan.


RADIOSHACK CORP: Agrees to Financing Plan With Hedge Funds
----------------------------------------------------------
Drew Fitzgerald and Matt Jarzemsky, writing for The Wall Street
Journal, reported that RadioShack Corp. struck a last-minute deal
with hedge fund Standard General LP and other investors under
which the struggling electronics chain's largest retailer would
give the company $120 million for use as collateral to keep
inventory flowing through the holiday sales season.  According to
the Journal, the hedge funds will convert that $120 million into
at least 50% of the company?s stock if certain conditions are met.

Hiroko Tabuchi, writing for The New York Times' DealBook, reported
that the conditions include modifying a supplier contract and also
depend on the company having at least $100 million of available
cash and borrowing as of Jan. 15.  Shareholders will have the
opportunity to participate in a rights offering, the DealBook
said.  If no other existing shareholders participate, current
holders would own only 20% of Radioshack, the DealBook added.

                    About Radioshack Corporation

RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com--
is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack reported a net loss of $400.2 million in 2013, a net
loss of $139.4 million in 2012, and net income of $72.2 million in
2011.  The Company's balance sheet at Aug. 2, 2014, showed $1.14
billion in total assets, $1.21 billion in total liabilities and a
$63 million total shareholders' deficit.

                           *     *     *

As reported by the TCR on Sept. 15, 2014, Standard & Poor's
Ratings Services lowered its corporate credit rating on Fort
Worth, Texas-based RadioShack Corp. to 'CCC-' from 'CCC'.

"The downgrade comes as the company announced it will seek
capital, and that such a transaction could include a debt
restructuring in addition to store closures and other measures,"
said Standard & Poor's credit analyst Charles Pinson-Rose.

In the Sept. 16, 2014, edition of the TCR, the TCR reported that
Fitch Ratings had downgraded the Long-term Issuer Default Rating
(IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'.
The downgrade reflects the high likelihood that RadioShack will
need to restructure its debt in the next couple of months.

The TCR reported on March 13, 2014, that Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa2 from Caa1.  "The continuing negative trend in RadioShack's
sales and margins has resulted in a precipitous drop in
profitability causing continued deterioration in credit metrics
and liquidity," Mickey Chadha, Senior Analyst at Moody's said.


RCS CAPITAL: Moody's Affirms B2 CFR & Rates $575MM Sr. Loan B2
--------------------------------------------------------------
Moody's Investors Service affirmed RCS Capital Corporation's (RCS)
B2 corporate family rating, B2 $575 million senior secured first
lien term loan, B2 $25 million senior secured first lien revolving
credit facility, and Caa1 $150 million senior secured second lien
term loan; following the company's announcement that it has
entered into a definitive agreement to acquire Cole Capital
Partners, LLC and Cole Capital Advisors, Inc. (together, "Cole
Capital") from American Realty Capital Properties, Inc. for $700
million, plus contingent consideration. The rating outlook remains
stable.

Ratings Rationale

Moody's notes that the purchase price will be funded predominantly
by $200 million of cash and $200 million of equity. A $300 million
7.5% unsecured promissory note will also be issued to the seller.
This issuance would increase Moody's measure of RCS' debt by 34%
at June 2014. However, Moody's anticipates that the incremental
EBITDA generated by Cole Capital's businesses would result in RCS'
pro-forma debt/EBITDA remaining roughly around 3.5x (after the
full contributions of each of RCS' recent acquisitions are
included). The company's pro-forma financial metrics continue to
be broadly consistent with a higher corporate family rating than
B2, but this positive factor is offset by the inherent risk in the
company's continued appetite for rapid growth. In this respect,
the $700 million purchase price (which could increase by a further
$130 million of earn-outs) is certainly representative of a
significant transaction, and follows only five months after RCS
completed its $1.15 billion acquisition of Cetera Financial
Holdings, Inc.

Moody's believes that Cole Capital's REIT wholesale distribution
and asset management activities are a close strategic fit to RCS'
existing businesses, and will add volume and depth to its suite of
investment products. Given RCS' background in the REIT sector, the
acquisition adds less incremental operational and integration
risk, compared to RCS' other recent significant acquisitions of
financial advisory firms.

What Could Change the Rating -- Up

A strong demonstration of the successful integration of acquired
companies, evidenced by substantial achievement of the anticipated
acquisition synergies, successful control of costs and stable
operating performance, could result in upward rating pressure; as
could the successful organic growth and diversification of RCS'
other business activities, with a significantly higher and stable
share of non-affiliated revenues and earnings in various product-
types. Evident progress and maturation of the risk management and
corporate governance functions could also be viewed positively.

What Could Change the Rating -- Down

Deterioration in debt coverage metrics brought about by lower than
anticipated acquisition synergies, increased costs or a marked
slowdown in the direct investment program business could result in
downward rating pressure. Evidence of significant risk management,
compliance or governance failures could also result in a
downgrade. The announcement of significant new acquisitions with
an associated increase in debt leverage could also be viewed
negatively.


RCS CAPITAL: S&P Revises Outlook to Neg. & Affirms 'B+' ICR
-----------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
RCS Capital Corp. to negative from stable.  At the same time, S&P
affirmed its existing ratings, including its 'B+' issuer credit
rating, 'B+' issue rating on the company's first-lien term loan
and revolving credit facility, and 'B-' issue rating on the
company's second-lien term loan.

"The outlook revision to negative reflects our view that the
company's rapid series of acquisitions has made its financial
performance more opaque, which could limit the company's ability
to maintain its debt to EBITDA below the 4x threshold that we now
view as consistent with the current 'B+' rating," said Standard &
Poor's credit analyst Olga Roman.

S&P's 'B+' issuer credit rating is two notches lower than the
implied operating company rating ('bb' in this case) to reflect
the structural subordination between RCS' operating subsidiaries
and the debt-issuing nonoperating holding company.

The outlook revision follows RCS' announcement that it is planning
to acquire Cole Capital, a wholesale broker-dealer and direct
investment program asset manager, from American Realty Capital
Properties.  The total acquisition price is $700 million,
including $200 million of cash, $300 million of debt, and $200
million of RCS common stock.  Additionally, there is a $130
million performance-based earn out payable in early 2016, based
upon Cole Capital's 2015 EBITDA.  RCS is planning to issue a
seven-year, 7.5% unsecured promissory note to American Realty
Capital Properties.  Pro forma for this note issuance, RCS's total
debt will increase to $1.1 billion from $845 million as of
June 30, 2014.  The company expects to close the deal in April
2015, subject to regulatory approvals.

In addition to the planned Cole Capital acquisition, RCS announced
several other acquisitions since S&P assigned the ratings in March
2014, including Strategic Capital Companies, VSR Group, Girard
Securities, and majority interest in Docupace Technologies.  While
these acquisitions were less material, S&P believes that the
company's aggressive acquisition strategy and limited track record
of operating as an integrated company weigh on the ratings.

"The ratings on RCS reflect the firm's aggressive acquisition
strategy and financial management, which results in a considerable
debt burden and negative tangible equity," said Ms. Roman.

While the recent acquisitions should enable RCS to diversify its
revenue, quickly increase its scale, and become one of the largest
independent brokers, S&P views negatively the company's very
limited track record operating as an independent combined firm.
The firm's variable cost structure and limited balance-sheet risk
only partially offset these weaknesses.

The negative outlook reflects S&P's opinion that RCS' rapid
acquisition strategy makes its financial information more opaque,
which could result in a financial profile that no longer supports
the current rating.  S&P could lower the rating if RCS' debt
leverage weakens to above 4x from the current pro forma level of
about 3.6x.  Additionally, S&P could lower its ratings if RCS were
to continue its aggressive acquisition strategy, experience
significant operational issues during the integration of its
acquisitions, or face meaningful civil litigation.  Alternatively,
if the company successfully integrates all pending acquisitions
and builds a longer track record of operating as an integrated
company (without substantial pro forma adjustments necessary to
assess performance), S&P could revise the outlook back to stable.


REDPRAIRIE CORP: Bank Debt Trades at 2% Off
-------------------------------------------
Participations in a syndicated loan under which RedPrairie Corp is
a borrower traded in the secondary market at 97.08 cents-on-the-
dollar during the week ended Friday, October 3, 2014 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.77
percentage points from the previous week, The Journal relates.
RedPrairie Corp pays 500 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Dec. 21, 2018, and carries
Moody's B2 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 212 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


REICHHOLD INDUSTRIES: S&P Lowers CCR to 'D' on Bankruptcy Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Durham, N.C.-based Reichhold Industries Inc. to 'D' from
'CCC-'.

At the same time, S&P lowered the issue rating on the company's
senior secured debt to 'D' from 'CC'.  The recovery rating is
unchanged at '5', indicating S&P's expectation of modest (10% to
30%) recovery in the event of a default.

S&P intends to withdraw all ratings after 30 days.

"The rating actions follow Reichhold's announcement that the
company's U.S. subsidiaries have filed to reorganize under Chapter
11 of the U.S. Bankruptcy Code," said Standard & Poor's credit
analyst Seamus Ryan.  The company also announced it has secured
$130 million in financing from its bondholders to fund continuing
operations. $100 million of this debt will be in the form of
debtor-in-possession financing, pending court approval.  The
company's foreign subsidiaries are not included in the filing.

The filing follows a long period of declines in operating
performance, cash flow generation, and liquidity, resulting from
industry weakness and limited cost-structure flexibility.  S&P
believes that significant industry overcapacity in the company's
primary markets limits the prospects for better operating results
without meaningful consolidation.


RENWEB LLC: Case Summary & 5 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Renweb, LLC
        208 Crabapple Court
        Joliet, IL 60435

Case No.: 14-35986

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: October 2, 2014

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Hon. Pamela S. Hollis

Debtor's Counsel: Chris D Rouskey, Esq.
                  ROUSKEY AND BALDACCI
                  151 Springfield Ave
                  Joliet, IL 60435
                  Tel: 815 741-2118
                  Fax: 815 741-0670
                  Email: rouskey-baldacci@sbcglobal.net

Total Assets: $3.27 million

Total Liabilities: $3.77 million

The petition was signed by Douglas P. Hutchison, Jr., member.

A list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilnb14-35986.pdf


RESIDENTIAL CAPITAL: Suit Against Greenpoint Stays in Bankr. Court
------------------------------------------------------------------
New York District Judge P. Kevin Castel denied the motion of
Greenpoint Mortgage Funding, Inc. to withdraw the reference to the
bankruptcy court in a breach of contract action brought by
Residential Funding Co., LLC.  Judge Castel said the bankruptcy
court has jurisdiction over the action and the action is non-core.
A copy of the Court's Sept. 24 Memorandum and Order is available
at http://tiny.cc/9ay4mxfrom Leagle.com.

Greenpoint Mortgage Funding, Inc., is represented by:

     James Alwin Murphy, Esq.
     Cameron S. Matheson, Esq.
     James K. Goldfarb, Esq.
     Soren Elliot Packer, Esq.
     Theodore R. Snyder, Esq.
     MURPHY & MCGONIGLE, P.C.
     1185 Avenue of the Americas, 21st Floor
     New York, NY 10036
     Tel: (212) 880-3968
     Cell: (804) 350-1815
     E-mail: jmurphy@mmlawus.com
             cmatheson@mmlawus.com
             jgoldfarb@mmlawus.com
             spacker@mmlawus.com
             tsnyder@mmlawus.com


RIVER CITY RENAISSANCE: US Bank Objects to Use of Cash Collateral
-----------------------------------------------------------------
U.S. Bank National Association -- as trustee for holders, by and
through CWCapital Asset Management LLC as special servicer --
objects to River City Renaissance, LC, and River City Renaissance
III, LC's motion for interim and final orders authorizing the use
of cash collateral.

The Holders stand to gain exactly nothing from these bankruptcy
cases or the proposed sale process and, yet, are being asked to
finance these cases in their entirety, Robbin S. Rahman, Esq., at
Kilpatrick Townsend & Stockton LLP, in Atlanta, Georgia --
rrahman@kilpatricktownsend.com -- tells the U.S. Bankruptcy Court
for the Eastern District of Virginia.  He insists that the
Holders' claims would have been paid in full through the
foreclosure process and any excess sales proceeds could
immediately have gone to the Debtors without the additional delay,
expense and uncertainty that necessarily will be part of these
bankruptcy cases.

Because the Debtors opted to pursue a sale through Chapter 11, Mr.
Rahman notes, all parties now face the potential risk that the
proceeds generated from the sale of the Properties, after payment
of the substantial fees and expenses of these bankruptcy cases,
will be insufficient to fully pay the claims of the Holders, much
less deliver value to the residual stakeholders.

Even if the Holders were to consent to the full use of their Cash
Collateral as requested by the Debtors (which they do not), the
Debtors still would be unable to keep up with the substantial
administrative expenses accruing in these Bankruptcy Cases, Mr.
Rahman contends.  He adds that to make matters even worse, the
Debtors seek to shift the risk of loss in these bankruptcy cases
to the Holders by way of a "carve-out."

                    Motion Should Be Granted,
                         Debtors Insist

The Debtors submit that the Motion should be granted because:

   -- the Holders' interests are adequately protected;

   -- CompassRock Real Estate, LLC, the court appointed receiver
      for the Debtors' Properties, caused to be paid to the
      Holders $827,198 within 41 days of the Petition Date;

   -- the Receiver is an affiliate of the Special Servicer, and
      documents reveal the Special Servicer's role in the context
      of these substantial payments;

   -- while under the Receiver's control in the Receivership
      Action, and on information and belief, the Properties were
      not well maintained and experienced sharp declines in
      occupancy;

   -- in contrast to the foreclosure initiated by the Special
      Servicer and the Holders, which provided mere statutory
      notice, the Debtors' proposed sale process will be
      widely-advertised and will likely yield a benefit not just
      to the Holders and the Special Servicer but also to the
      Debtors' creditors and equity-holders; and

   -- the Debtors, through counsel, have repeatedly requested
      from the Holders a payoff statement, payment history, and
      breakdown for each Debtor, which have not been received,
      and the Debtors believe that those claimed sums could
      include default interest and other penalties and fees to
      which the Debtors will object.

                  About River City Renaissance

Richmond, Virginia-based, River City Renaissance, LC, and River
City Renaissance III, LC, sought Chapter 11 protection (Bankr.
E.D. Va. Case Nos. 14-34080 and 14-34081) in Richmond, Virginia,
on July 30, 2014.  The cases are assigned to Judge Keith L.
Phillips.  Robert H. Chappell, III, Esq., at Spotts Fain PC,
represents the Debtors in their cases.  River City Renaissance
estimated $10 million to $50 million in assets and debts.
Renaissance III estimated less than $10 million in assets and
debts.  The Debtors have tapped Spotts Fain PC as counsel.


RIVER TERRACE: Court Refuses to Approve Plan Outline
----------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that U.S. Bankruptcy Judge Robert E. Grant in Fort
Wayne, Indiana, denied approval of the disclosure statement
explaining River Terrace Estates Inc.'s Chapter 11 plan and the
proposal for procedures governing solicitation of votes on the
plan.  According to the report, Judge Grant said there was no
dispensation from rules requiring that all creditors be given
notice of the procedures motion, noting that River Terrace
proposed deviating from the court's usual procedures on plan
voting, without giving a reason.

River Terrace Estates, Inc., a continuing-care and retirement
community, sought protection under Chapter 11 of the Bankruptcy
Code (Case No. 14-11829, Bankr. N.D. Ind.) on July 22, 2014.  The
case is before Judge Robert E. Grant.  The Debtor's counsel is
Jeffrey A. Hokanson, Esq., at Frost Brown Todd LLC, in
Indianapolis, Indiana.


RIVERROCK NEHEMIAH: Case Summary & 2 Top Unsecured Creditors
------------------------------------------------------------
Debtor: Riverrock Nehemiah Realty LLC
        771 Thomas Boyland Street
        Brooklyn, NY 11212

Case No.: 14-45041

Nature of Business: Single Asset Real Estate

Chapter 11 Petition Date: October 2, 2014

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Hon. Hershey Lord

Debtor's Counsel: Narissa A Joseph, Esq.
                  LAW OFFICE OF NARISSA JOSEPH
                  277 Broadway, Suite 501
                  New York, NY 10007
                  Tel: (212) 233-3060
                  Fax: (212) 608-0304
                  Email: njosephlaw@aol.com

Total Assets: $1.94 million

Total Liabilities: $2.48 million

The petition was signed by Thema Norton, authorized individual.

A list of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/nyeb14-45041.pdf


ROCK POINTE: US Trustee Balks at Ch.11 Trustee's Dismissal Bid
--------------------------------------------------------------
Gail Brehm Geiger, U.S. Trustee for Region 18, objected to the
request of Chapter 11 trustee John D. Munding to dismiss the
Chapter 11 case of Rock Pointe Holdings.

According to the U.S. Trustee, there is a pending motion by
Cascade Real Estate Services seeking an order concluding its
fiduciary role in this case.  That motion indicates that
Cascade Real Estate Services will subsequently be filing an
application for payment of administrative expenses with this
Court.

The U.S. Trustee said it anticipates that the Chapter 11 Trustee
will also be filing an application for payment of administrative
expenses.  This case should not be dismissed until those pending
and anticipated administrative matters have been resolved by the
Court.

The U.S. Trustee asks the Court to deny the Chapter 11 trustee'
request.

As reported in the Troubled Company Reporter on Sept. 24, 2014,
the Chapter 11 Trustee holds that, after the foreclosure sale,
there is no viable business to organize, and no estate to
administer other than a vehicle and the cash collateral held by
the Receiver.

On December 6, 2011, the Debtor filed a voluntary petition for
Chapter 11 of the bankruptcy code due to insufficiency of cash
flow.  Post-petition property has been professionally managed and
operated under the supervision of the Receiver and BRMI.

On May 23, 2014, the Noteholder directed a Trustee's sale of the
Debtor's real property. The Debtor's interest in real property was
sold at public auction to the highest bidder by virtue of credit
bid in the amount of $39,000,000.  All of the Debtor's right,
title, and interest in the real and personal property were
conveyed to the Noteholder.

As a result of the elimination of Debtor's interest, there is no
hope of proposing a confirmable plan of reorganization and
rehabilitating its business. The Debtor has no operations, no cash
flow and is unable to pay expenses without incurring additional
post-petition debt. Thus, dismissal is the appropriate remedy in
order to secure the best interest of the creditors and estates.

                         About Rock Pointe

Rock Pointe Holdings Company LLC owns the Rock Pointe Corporate
Center in Spokane, Washington.  The Company filed for Chapter 11
protection (Bankr. E.D. Wash. Case No.11-05811) on Dec. 2, 2011.
The Debtor estimated both assets and debts of between $50 million
and $100 million.  Southwell & O'Rourke, P.S., served as counsel
for the Debtor.

The U.S. Trustee appointed five unsecured creditors to serve on
the Debtor's Official Committee of Unsecured Creditors.  Kenneth
W. Gates is the counsel for the Committee.

Ford Elsaesser served as mediator for of all issues regarding the
treatment of the debt owed to DMARC.

The United States Trustee has appointed John Munding as Chapter 11
trustee in the bankruptcy case.


SAAB CARS: US Arm Calls For $4.2M From Swedish Bankruptcy
---------------------------------------------------------
Law360 reported that the liquidation trustee for Saab Cars North
America Inc. urged a Delaware bankruptcy judge to compel Swedish
parent Saab Automobile AB to hand over $4.2 million, funds that
SCNA said are being held in defiance of its confirmed Chapter 11
plan.  According to the report, SCNA paid $4.2 million to
guarantee a loan taken by Saab and subsequently reached an
agreement with the lenders that the U.S. unit would be repaid from
collateral once its bankrupt parent satisfied the loan
obligations, but the Swedish estate will not release the funds,
according to a motion filed by trustee Edward T. Gavin.

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, in consideration of the petition
filed on Jan. 30, 2012, granted Saab Cars North America, Inc.,
relief under Chapter 11 of the Bankruptcy Code.

Attorneys Stevens & Lee, P.C., and Butzel Long, represent the
Debtors as counsel.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli PC as its
Delaware counsel.

As of July 16, 2013, all conditions to consummation of the Third
Amended Plan of Liquidation of Saab North America, Inc., set forth
in Article 6.1 of the Plan were either satisfied or waived,
according to papers filed with the Bankruptcy Court on July 18,
2013.  Accordingly, on July 18, 2013, counsel for the Liquidating
Trustee sent notice that the Effective Date occurred with respect
to the Plan.


SCRUB ISLAND: Gets Final Approval to Use RCB DIP Facility
---------------------------------------------------------
The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for
the Middle District of Florida authorized, on a final basis, Scrub
Island Development Group Limited to obtain postpetition financing
from RCB Equities #1, LLC, in the principal amount of up to $1.5
million, in accordance with their Loan Commitment Agreement dated
August 19, 2014.

Judge Williamson approved the amended budget for the three-month
period from Sept. 1, 2014, to Nov. 30, 2014.  A full-text copy of
the budget is available for free at http://is.gd/o52WfQ

As reported in the Troubled Company Reporter on Sept. 22, 2014,
specifically, the U.S. Bankruptcy Court for the Middle District
of Florida authorized the Debtor to borrow up to $210,000 from the
DIP Lender until the final hearing, which was scheduled earlier
this month, to execute and deliver to the DIP Lender all of the
DIP Loan Documents, and perform its obligations under the DIP Loan
Documents.

The Debtor may use the proceeds of the DIP Facility solely to pay
the expenses set forth in the approved budget, a copy of which is
available for free at:

   http://bankrupt.com/misc/ScrubIsland_DIPBudget_09032014.pdf

The DIP Loan Obligations will bear interest at the rate of 2% per
month on any outstanding advances under the DIP Facility.  At the
time of any advance under the DIP Facility, the DIP Lender will be
entitled to a closing fee in an amount equal to 3% of the amount
of the advance.

In its motion, the Debtor proposed that the DIP Facility will be
secured by a first priority lien on and security interest in all
property of the Debtor located in the United States. The DIP
Lender will also have a superpriority administrative expense claim
having priority over any and all administrative expenses of and
priority claims against the Debtor.

                        FirstBank Objection

FirstBank Puerto Rico, prepetition secured lender to Scrub Island
Development Group and Scrub Island Construction Limited, objected
to the DIP Financing Motion, asking the Court to deny the Debtors'
request because:

   * the loan costs too much (an APR of 36%);

   * it is not accompanied by any showing of expenses that
     actually must be paid to avoid irreparable harm;

   * it inappropriately seeks to use sizable portions of the
     alleged DIP commitment to pay estate professionals and
     Mainsail Property Management, LLC;

   * provides too little benefit (only $375,000 for payment of
     costs of operation); and

   * moves control of the case away from the Debtor and to the
     DIP Lender.

In a supplementary objection, FirstBank submits that it is
inequitable and inappropriate for the Debtors to have manufactured
the whirlwind timing relating to their emergency motion to approve
the DIP Motion, affording FirstBank less than the requisite notice
period under the Bankruptcy Rules, while at the same time failing
to provide forthright disclosure and full transparency regarding
the DIP Motion.

FirstBank added that the Debtors' assertion regarding the
purportedly unencumbered nature of the Collateral (all of which
appears to have been purchased with loan proceeds advanced by
FirstBank and stored at FirstBank's expense) implicates matters of
British Virgin Islands law as to which FirstBank reserves all
rights.

FirstBank's objection has been resolved.

                       About Scrub Island

Scrub Island Development Group Ltd., the owner of a British Virgin
Islands luxury resort, and its affiliate, Scrub Island
Construction Limited, sought bankruptcy protection (Bankr. M.D.
Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a
receivership Scrub Island claims was secretly put in place by its
lender.  The bankruptcy case is assigned to Judge Michael G.
Williamson.

The 230-acre resort operates as a Marriott Autograph Collection
property.  It has 52 rooms and suites, a spa and a 55-slip marina.

Scrub Island Development Group scheduled $125,569,235 in total
assets and $130,695,731 in total liabilities.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Debtors are represented by Charles A. Postler, Esq., and
Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in
Tampa, Florida.

FirstBank Puerto Rico, the Debtor's prepetition secured lender, is
represented by W. Keith Fendrick, Esq., at Holland & Knight LLP,
in Tampa, Florida.

The Official Committee of Unsecured Creditors appointed in Scrub
Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice,
Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A.,
as general counsel.


SEA SHELL: Court Fixes Nov. 17 as General Claims Bar Date
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida has
established Nov. 17, 2014, as the deadline for all persons and
entities holding or asserting a claim against Sea Shell
Collections, LLC, to file a formal proof of claim in the Debtor's
case.

Proofs of claim from governmental entities are due by March 15,
2015.

                  About Sea Shell Collections

Sea Shell Collections, LLC, owner of a Publix-Anchored shopping
Center development located in Gulf Breeze, Florida, at the
northeast corner of Highway 98 and Daniel Drive, filed a Chapter
11 bankruptcy petition (Bankr. N.D. Fla. Case No. 14-30813) on
July 29, 2014.

Judge William S. Shulman presides over the case.  Helmsing, Leach,
Herlong, Newman & Rouse, P.C., serves as the Debtor's counsel.

The Debtor disclosed $23,354,955 in assets and $25,121,011 in
liabilities in its schedules.


SEARS HOLDINGS: Bank Debt Trades at 3% Off
------------------------------------------
Participations in a syndicated loan under which Sears Holdings is
a borrower traded in the secondary market at 96.75 cents-on-the-
dollar during the week ended Friday, October 3, 2014 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 1.75
percentage points from the previous week, The Journal relates.
Sears Holdings pays 450 basis points above LIBOR to borrow under
the facility.  The bank loan matures on Dec. 21, 2018, and carries
Moody's B1 rating and Standard & Poor's B rating.  The loan is one
of the biggest gainers and losers among 212 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.


SEAWORLD PARKS: Bank Debt Trades at 6% Off
------------------------------------------
Participations in a syndicated loan under which Seaworld Parks and
Entertainment Inc. is a borrower traded in the secondary market at
94.13 cents-on-the-dollar during the week ended Friday, October 3,
2014 according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 0.72 percentage points from the previous week, The
Journal relates.  Seaworld Parks pays 225 basis points above LIBOR
to borrow under the facility.  The bank loan matures on May 10,
2020, and carries Moody's B1 rating and Standard & Poor's B
rating.  The loan is one of the biggest gainers and losers among
212 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.


SENSATA TECHNOLOGIES: S&P Revises Outlook & Affirms 'BB+' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook to
stable from negative on electronic sensors and controls
manufacturer Sensata Technologies B.V. The 'BB+' corporate credit
rating is affirmed.

Moreover, S&P assigned its 'BBB' issue-level rating and '1'
recovery rating to the new $600 million senior secured term loan,
and assigned its 'BB+' issue-level rating and '4' recovery rating
to the $400 million in senior unsecured notes.  The '1' recovery
rating indicates a very high level of recovery (90%-100%), and the
'4' recovery rating indicates an average level of recovery (30%-
50%) in the event of a default.

The outlook revision reflects S&P's view that the company's debt
leverage and ratio of free operating cash flow to debt will remain
in line with S&P's expectations over the next year.

In Aug. 2014, Sensata announced that it had entered into an
agreement to acquire the Schrader Group for $1 billion.  Schrader
is primarily a manufacturer of TPMS (approaching two-thirds of
sales), mostly for the light-vehicle automotive end markets, and
is likely to benefit from its significant market share.  Sensata
is financing the acquisition entirely with a $600 million term
loan and $400 million in senior secured notes.  While S&P believes
the additional $1 billion in debt to fund the acquisition
increases the company's financial risk, S&P expects the company's
credit metrics to remain in line with a "significant" financial
risk profile.  S&P expects the company's debt to EBITDA to be
about 4x and its ratio of free operating cash flow to debt to be
above 10% by the end of 2014

The rating on Sensata also reflects a "satisfactory" business risk
profile.  This acquisition extends the company's presence in the
pressure sensor market.  Moreover, regulatory requirements in
Europe and China are bolstering new demand for tire pressure
sensors.  Although S&P believes the acquisition should strengthen
Sensata's No. 1 position in the pressure sensor market, S&P is
mindful of the risks in integrating Schrader, its largest
acquisition in years.  Schrader should post 2014 revenue of $550
million, approximately one-quarter of Sensata's revenue.  S&P also
thinks the task of aligning Schrader's margins with that of
Sensata's introduces another element of uncertainty.

S&P could lower the rating if Sensata's operating performance
deteriorates significantly in a downturn, or if the company
encounters integration or other operational issues, or if the
company pursues a more aggressive financial policy, such that S&P
expects debt to EBITDA to exceed 4x and the ratio of free
operating cash flow to debt to fall below 10% on a sustained
basis.

Although unlikely in the near term, S&P could raise the rating if
it came to believe that the integration of Schrader was proceeding
successfully and, therefore, that Sensata's credit measures could
sustain a ratio of free operating cash flow to debt above 15% and
leverage below 3x.  Furthermore, S&P would also have to believe
that the company will continue to strengthen its competitive
position in the sensor business, and would demonstrate the
resiliency during a downturn comparable to higher-rated auto
suppliers.


SPECIALTY PRODUCTS: Summary and Outline of Reorganization Plan
--------------------------------------------------------------
Specialty Products Holding Corp., Bondex International, Inc.,
Republic Powdered Metals, Inc. and NMBFiL, Inc. file with the U.S.
Bankruptcy Court for the District of Delaware their Joint Plan of
Reorganization, dated September 26, 2014, and accompanying
Disclosure Statement.

There are seven Classes of Claims or Interests under the Plan:
Class 1 - Priority Claims; Class 2 - Secured Claims; Class 3 -
General Unsecured Claims; Class 4a - SPHC Asbestos Personal Injury
Claims; Class 4b - NMBFiL Asbestos Personal Injury Claims; Class 5
- Intercompany Claims; and Class 6 - Stock Interests.

The only Classes entitled to vote on the Plan are Classes 4a (SPHC
Asbestos Personal Injury Claims) and 4b (NMBFiL Asbestos Personal
Injury Claims).

Other than Classes 4a and 4b, all Classes of Claims and Interests
are unimpaired under the Plan.  The Plan does not modify, other
than by curing defaults and reinstating maturity, the legal,
equitable or contractual rights of the holders of those Claims or
Interests.

After litigation and extensive negotiations, the Initial Debtors,
Republic Powered Metals, Inc., NMBFiL, Inc., and RPM International
Inc. entered into settlement term sheets with the Asbestos
Personal Injury Committee, the Future Claimants' Representative
and other representatives of the asbestos claimants that settle
the dispute and establish the basis for a full resolution of the
Debtors' Chapter 11 cases.

The Plan implements the settlement by, among other things,
providing for the creation and funding of a trust to resolve
Asbestos Personal Injury Claims.  The asbestos trust will contain
two accounts for the resolution of asbestos personal injury claims
and payment of related Asbestos Personal Injury Trust Expenses:
one for holders of SPHC Asbestos Personal Injury Claims and one
for holders of NMBFiL Asbestos Personal Injury Claims.

All Asbestos Personal Injury Claims will be resolved by the
Asbestos Personal Injury Trust.  In that regard, the Plan includes
asbestos personal injury trust distribution procedures for
asbestos claims.  Pursuant to the Plan, the sole recourse for
Asbestos Personal Injury Claims will be to the Asbestos Personal
Injury Trust.

On the Effective Date, each holder of an Allowed Claim in Class 5
will be Reinstated.  On the Effective Date, Stock Interests of the
Debtors will be Reinstated, and holders of Stock Interests will
retain the Interests.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/SPECIALTYPRODUCTS_DS.pdf

             Expedited Disclosure Statement Hearing

The Debtors sought and obtained an order for an expedited hearing
on approval of the Disclosure Statement.

The Court schedules the Disclosure Statement Hearing for Oct. 20,
2014, at 10:00 a.m.  The Objection Deadline is set for Oct. 15.

                    About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., Zachary I.
Shapiro, Esq., Paul N. Heath, Esq., and Tyler D. Semmelman, Esq.,
at Richards Layton & Finger, serve as co-counsel.  Logan and
Company is the Company's claims and notice agent.  The Company
estimated its assets and debts at $100 million to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

Specialty Products Holding Corp, together with Bondex
International, Inc., are referred to as the Initial Debtors.

Counsel to the Official Committee of Asbestos PI Claimants are
Natalie D. Ramsey, Esq., and Mark A. Fink, Esq. of Montgomery,
Mccracken, Walker & Rhoads, LLP, in Wilmington Delaware, and Mark
B. Sheppard, Esq. of the firm's Philadelphia, Pennsylvania
division.

Counsel to the Future Claimants' Representative are James L.
Patton, Jr., Esq., Edwin J. Harron, Esq., Edmon Morton, Esq.,
Sharon Zieg, Esq., and Erin Edwards, Esq. of Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware.

Competing bankruptcy exit plans have been filed by the Initial
Debtors, on one hand, and the Official Committee of Unsecured
Creditors and the Future Claimants' Representative on the other.

The Debtors' First Amended Joint Plan of Reorganization and the
explanatory Disclosure Statement, dated Nov. 18, 2013, provides
for an asbestos trust to be established and funded with cash to
pay present and future asbestos-related claims.  The trust will be
funded by secured notes, issued by the Debtors and their ultimate
parent, RPM International Inc. ("International"), and the amounts
and terms of the notes will, with one exception, be determined by
the final outcome or settlement of the litigation that will
determine the asbestos claimants' rights in the chapter 11 cases.
The one exception is that the notes will provide for an aggregate
initial nonrefundable payment of $125 million to the asbestos
trust irrespective of the outcome of any litigation.  In short,
the Debtors and International have committed to pay to asbestos
claimants the maximum amount to which they are entitled based on
the applicable judgments or rulings in the litigation that will
determine the extent of the claimants' rights in the chapter 11
cases, and to make comparable payments to other similarly situated
creditors.

The PI Committee and the FCR's Third Amended Plan, filed Oct. 15,
2013, provides that: (i) SPHC will be separated from non-Debtor
direct or indirect parent Bondex International; (ii) Reorganized
SPHC will be managed and/or sold for the benefit of holders of all
Claims that are not paid in Cash, subordinated, cancelled or
otherwise treated pursuant to the Plan; (iii) all of SPHC's causes
of action will survive; (iv) Asbestos PI Trust Claims against SPHC
will be channeled to an Asbestos PI Trust; and (v) current SPHC
equity interests will be canceled, annulled, and extinguished.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.

On Aug. 31, 2014, Republic Powdered Metals, Inc., and affiliate
NMBFiL, Inc. -- the New Debtors -- sought Chapter 11 protection
(Bankr. D. Del. Case No. 14-12028).  The New Debtors are indirect
subsidiaries of Bondex International and affiliates of the Initial
Debtors.

Republic Powdered Metal is a leader in the roof coating and
restoration industry which provides exclusive products for roof
and wall restoration, including an extensive line of roof
coatings.

NMBFiL is formerly known as Bondo Corporation.  It is a
manufacturer of auto body repair products for the automotive
aftermarket and various other professional and consumer
applications.  In November 2007, NMBFiL sold substantially all of
its assets and no longer has business operation.

Republic estimated assets of $10 million to $50 million and debt
of less than $10 million as of the bankruptcy filing.

The New Debtors have been granted, on Sept. 3, 2014, joint
administration of their Chapter 11 cases for procedural purposes
only, with the chapter 11 cases of Specialty Products Holding
Corp. and Bondex International, Inc.


STAG INDUSTRIAL: Fitch Keeps 'BB' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has assigned a 'BBB-' rating to STAG Industrial
Operating Partnership, L.P.'s $50 million unsecured notes issued
through a private placement on Oct. 1, 2014.  The notes have a 10-
year term and bear interest at a fixed rate of 4.98%.

In addition to the $50 million unsecured notes, Fitch currently
rates STAG Industrial, Inc. and its operating partnership STAG
Industrial Operating Partnership, L.P. (hereafter STAG or the
company) as follows:

STAG Industrial, Inc.

-- Issuer Default Rating (IDR) 'BBB-';
-- $139 million preferred stock 'BB'.

STAG Industrial Operating Partnership, L.P.

-- IDR 'BBB-';
-- $200 million senior unsecured revolving credit facility 'BBB-';
-- $50 million senior unsecured notes 'BBB-' (issued July 1,
   2014);
-- $300 million senior unsecured term loans 'BBB-'.

The Rating Outlook is Positive.

Key Rating Drivers

The ratings reflect STAG's credit strengths, which include low
leverage and strong fixed charge coverage for the rating,
excellent liquidity, a sizable unencumbered asset pool and
improving access to capital, including unsecured private
placements and term loans and common equity via ATM programs.

These credit positives are balanced by the company's portfolio
concentration in secondary industrial markets and short operating
history as a public company.

The Positive Outlook reflects the upward momentum in STAG's credit
profile, including rapid organizational growth, improving fixed-
charge coverage and enhanced access to unsecured debt capital -
all in the context of leverage sustaining in the low 5.0x range.

STAG has achieved many of the rating sensitivities it has
identified as potentially leading to positive ratings momentum.
However, the Positive Outlook captures pending additional
seasoning in the company's operating portfolio and metrics.
Specifically, Fitch will watch closely for evidence of
stabilization in the company's same-store net operating income
(NOI) growth following a period of unanticipated weakness during
most of 2013.

Internal Growth to Stabilize and Improve
STAG's cash same-store NOI declined for the TTM ended June 30,
2014 including year-over-year decreases of 5.5% decline in third
quarter 2013 (3Q'13), 0.7% in 4Q'13, 4.9% in 1Q'14 and 1.2% in
2Q'14. The company attributes the same-store weakness to unusually
low tenant retention due to a period of heightened corporate
change and, to a lesser extent, the harsh weather during the 2013-
2014 winter season.

The company has replaced some of the larger tenant vacancies,
including the loss of Brown Shoe at its Sun Prairie, WI, asset
that was backfilled with minimal downtime. However, free rent
granted under selected replacement tenant leases has been a near-
term drag on cash same store NOI growth that should abate as these
concessions burn off.

Fitch projects same store NOI growth of 0.5% in 2014, 2.9% in 2015
and 3.3% in 2016 improved occupancy and positive GAAP rent spreads
for new and renewal leases. The agency's projections assume
stabilization and improvement in the company's tenant retention
ratios during the second half of 2014 through 2016, towards a more
normalized level of between 70% and 80%.

Low Leverage

STAG's leverage was 5.2 times (x) based on an annualized run rate
of STAG's recurring operating EBITDA for the quarter ending June
30, 2014, which is strong for the 'BBB-' rating. This compares
with 5.5x on an annualized basis for the quarter ending Dec. 31,
2013 and 5.3x for the quarter ending June 30, 2013. Adjusting
2Q'14 earnings for the impact of partial period acquisitions would
reduce STAG's leverage to 5.0x. Fitch's projections anticipate
that the company will sustain leverage of approximately 5.0x
during the next three years on an annualized basis that includes a
full-year's impact of earnings from projected acquisitions.

Small Size But Improving Access to Capital

STAG's sale of $100 million of private placement unsecured notes
is an important milestone in the company's transition to a
predominantly unsecured borrowing strategy that evidences broader
access to unsecured debt capital. Prior to the company's inaugural
private unsecured notes placement, STAG's unsecured borrowings
were limited to three bank term loans, as well as drawdowns under
the company's unsecured revolver. However, Fitch continues to view
STAG as a relatively unseasoned unsecured bond issuer pending
further private placement issuance.

Strong Fixed-Charge Coverage

Fitch expects the company's fixed charge coverage to sustain in
the low 3.0x through 2016. The low interest rate environment and
higher capitalization rates on class B industrial properties in
secondary markets should allow STAG to continue deploying capital
on a strong spread investing basis. STAG's fixed charge coverage
was 3.3x for the quarter ended June 30, 2014 and 3.1x and 2.9x for
the years ending Dec. 31, 2013 and 2012, respectively.

Excellent Liquidity

STAG had 82% availability under its $200 million unsecured
revolving credit facility as of June 30, 2014 and no debt
maturities until 2016. Moreover, STAG's unencumbered assets,
defined as unencumbered net operating income (NOI) (as calculated
in accordance with the company's seven-year unsecured term loan
agreement) divided by a stressed capitalization rate of 10%,
covered its unsecured debt by 2.8x in 2Q'14, which is strong for
the current ratings. The company's substantial unencumbered asset
pool is a source of contingent liquidity that enhances STAG's
credit profile.

Straightforward Business Model

STAG has not made investments in ground-up development or
unconsolidated joint venture partnerships. The absence of these
items helps simplify the company's business model, improve
financial reporting transparency and reduce potential contingent
liquidity claims, which Fitch views positively. While the company
may selectively pursue the acquisition of completed build-to-suit
(BTS) development projects in the future, Fitch would anticipate
only a moderate amount of such activity by STAG on an ongoing
basis. Moreover, Fitch views the acquisition of completed BTS
development projects as lower risk given the inherent non-
speculative nature of this activity.

Strong Management

Fitch views management favorably due to its successful track
record in executing its single-tenant industrial portfolio
acquisition strategy, as well as its extensive real estate capital
markets experience. Fitch does not expect the company's recent
appointment of Geoff Jervis as Chief Financial officer to result
in a change in financial policies. Fitch anticipates that Mr.
Jervis will continue to broaden STAG's unsecured debt base beyond
bank debt and that the company will remain committed to its low-
leverage strategy.

Secondary Market Locations

STAG's strategy centers on the acquisition of individual Class B,
single tenant industrial properties (warehouse/distribution and
manufacturing assets) predominantly in secondary markets
throughout the United States by sourcing third party purchases and
structured sale-leasebacks. Such transactions typically range in
price from $5 million to $50 million and have higher going-in
yields, stronger internal rates of return, and less competition
from other buyers. The company has only minimal exposure to what
are traditionally considered the 'core' U.S. industrial and
logistics markets, which include Chicago, Los Angeles/Inland
Empire, Dallas - Fort Worth, Atlanta and New York/Northern New
Jersey. Fitch views this as a credit negative given superior
liquidity characteristics for industrial assets in 'core' markets
- both in terms of financing and transactions.

Limited Public Company Track Record

STAG has a limited track record as a public company, having gone
public in 2Q'11. This track record is balanced by 1) the
homogeneity of industrial properties, 2) management's prior
experience successfully managing STAG's predecessor as a private
company that dates back to 2004 and 3) management's extensive real
estate and capital markets experience.

Preferred Stock Notching

The two-notch differential between STAG's IDR and preferred stock
rating is consistent with Fitch's criteria for a U.S. REIT with an
IDR of 'BBB-'. These preferred securities are deeply subordinated
and have loss absorption elements that would likely result in poor
recoveries in the event of a corporate default.

Positive Outlook

The Positive Outlook is based on Fitch's expectation for
stabilization and improvement in the company's cash same-store NOI
growth over the rating horizon, coupled with Fitch's expectation
that STAG will maintain leverage and fixed-charge coverage of
approximately 5.0x and 3.0x on a run rate basis, metrics that are
consistent with a 'BBB' IDR.

Rating Sensitivities

The following factors may have a positive impact on STAG's
ratings:

-- Stabilization, followed by sustained improvement in STAG's
   tenant retention and same-store NOI growth is Fitch's primary
   consideration for positive ratings momentum;
-- Continued access to the unsecured bond market;
-- Leverage calculated on an annualized basis adjusted for
   acquisitions sustaining below 5.5x (leverage was 5.0x as of
   June 30, 2014);
-- Fixed charge coverage to sustaining above 3.0x (coverage was
   3.3x as of June 30, 2014).

The following factors may have a negative impact on the company's
ratings and/or Outlook:

-- Fitch's expectation for leverage sustaining above 6.5x;
-- Fixed charge coverage sustaining below 2.0x;
-- A meaningful increase in the percentage of STAG's encumbered
   assets relative to gross assets.


SUSSEX SKYDIVE: Case Summary & 6 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sussex SkyDive, LLC
        234 Hewitt Ave
        Williamstown, NJ 08094

Case No.: 14-30236

Nature of Business: Skydiving Company

Chapter 11 Petition Date: October 2, 2014

Court: United States Bankruptcy Court
       District of New Jersey (Camden)

Judge: Hon. Andrew B. Altenburg Jr.

Debtor's Counsel: Lewis G. Adler, Esq.
                  LAW OFFICE OF LEWIS ADLER
                  26 Newton Ave
                  Woodbury, NJ 08096
                  Tel: 856-845-1968
                  Fax: 856-848-9504
                  Email: lewisadler@verizon.net

Estimated Assets: $0 to $50,000

Estimated Liabilities: $1 million to $10 million

The petition was signed by John Eddowes, authorized individual.

A list of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/njb14-30236.pdf


TRANS CONTINENTAL: Court Rules in Avoidance Suit v. SunTrust
------------------------------------------------------------
Chapter 11 Trustee Soneet R. Kapila seeks to avoid and to recover
four prepetition transfers totaling $341,051 made by one of the
consolidated debtors, Trans Continental Airlines, Inc., to the
Defendant, SunTrust Mortgage, Inc., as mortgage payments for
Michael Crudele, a seller of the faux securities at the heart of
Lou Pearlman's Ponzi scheme.  The Chapter 11 Trustee filed a five-
count complaint to avoid the alleged actual and constructive
fraudulent transfers under Sec. 548 of the Bankruptcy Code and
Sec. 726 of the Florida Statutes (the Florida Uniform Fraudulent
Transfer Act).  Both parties now seek summary judgment.

In a Sept. 26, 2014 Memorandum Opinion available at
http://tiny.cc/psx4mxfrom Leagle.com, Chief Bankruptcy Judge
Karen S. Jennemann grants both motions at least in part holding
that the Transfers are avoidable as constructively fraudulent
transfers but that, as to two Transfers totaling $238,540, the
Trustee cannot recover the monies from the Defendant under the
"single satisfaction" rule.

Debtor Louis J. Pearlman and his co-debtor companies -- Trans
Continental Airlines, Trans Continental Records, and Louis J.
Pearlman Enterprises -- carried out various Ponzi schemes.  Two
schemes offered "investments" fitting the classic Ponzi scheme
model.

In one scheme, Pearlman offered investments in an entity called
"Transcontinental Airlines Travel Services, Inc.," a defunct
company dissolved in 1999 and had no assets (the "TCTS Stock
Program"). The other scheme involved investments in an "Employee
Investment Savings Account," through which Pearlman solicited
investments into a purported high yield savings account based on
misrepresentations (the "EISA Program"). For both Ponzi schemes,
Pearlman used new investors' funds to pay off old investors and
pocketed much of the investors' cash.

Michael Crudele sold investments in the TCTS Stock Program and the
EISA Program for Pearlman and solicited other sales agents to sell
the fraudulent securities.  Between 2003 and 2006, Crudele's
company, AIGIS Consulting, received nearly $5,000,000 in sales
commissions from selling TCTS and EISA program securities. Crudele
personally received $1,959,513 in sales commissions.  Crudele also
maintained an account with TCA through which he could direct TCA
to pay his personal expenses.  Using this account, TCA made four
transfers to SunTrust to pay Crudele's mortgage payments on two
parcels of real estate.

Two Transfers, totaling $238,540.93, were applied to the note and
mortgage on property in Illinois called the "Captains Drive
Property".  TCA paid SunTrust via two checks -- one for $100,000
on February 11, 2005, and another for $138,540.93 on March 10,
2005.  The two payments left a remaining balance of $678.27 on the
note, which was soon satisfied.  SunTrust executed a satisfaction
of the mortgage on the Captains Drive Property on May 9, 2005.

Less than a year later, on February 27, 2006, the Crudeles sold
the Captains Drive Property to unrelated parties and received
$515,619.44 from the sale.  Little more than a week after the
sale, on March 8, 2006, Crudele deposited exactly $515,619.44 into
his account with TCA.

The remaining two Transfers, totaling $102,509.96, were paid by
TCA towards Crudele's note and mortgage encumbering a different
property in Florida called the "San Marco Street Property". Both
payments were made by check drawn on TCA's checking account -- one
for $100,000 drawn on February 11, 2005, and another for $2,509.96
drawn on March 10, 2005.  SunTrust applied both payments to
Crudele's loan on the San Marco Street Property.  On December 23,
2005, Crudele sold the San Marco Street Property for $1,126,949,
and used the proceeds to acquire a substitute property, the
"Mandalay Avenue Property", via a 1031 exchange.

Months later, on September 29, 2006, Crudele sold the Mandalay
Avenue Property to Lou Pearlman for $1,425,000.  Crudele received
$1,394,223 from the Mandalay Avenue Property sale, and, a few days
later, on October 3, 2006, he deposited $295,000 into his TCA
account.

The Chapter 11 Trustee seeks summary judgment on all counts.
SunTrust does not dispute the avoidability19 of the Transfers but,
in its own motion, seeks summary judgment arguing that the Trustee
can recover no monies from SunTrust under Section 550 of the
Bankruptcy Code because, as to the two Captains Drive Transfers,
the monies already were repaid to TCA and, therefore, the "single
satisfaction" rule applies barring duplicate payments on the same
obligation.  SunTrust also argues that recovery of the two San
Marco Street Transfers is not possible because (i) the Defendant
is not the initial transferee and is entitled to rely on the good
faith defense of Sec. 550(b) of the Bankruptcy Code, (ii) the
"single satisfaction" rule again applies, albeit factual issues
exist that preclude summary judgment, and (iii) equity prohibits
recovery against SunTrust.

The case is, SONEET R. KAPILA, as Chapter 11 Trustee for TRANS
CONTINENTAL AIRLINES, INC., Plaintiff, v. SUNTRUST MORTGAGE, INC.,
Defendant, Adversary No. 6:09-ap-00474-KSJ, consolidated with
Adversary No. 6:09-ap-00050-KSJ (Bankr. M.D. Fla.).

            About Louis Pearlman & Trans Continental

Louis J. Pearlman started Trans Continental Records, which managed
boy bands such as the Backstreet Boys, 'N Sync, O-Town, Lyte Funky
Ones (LFO), Take 5, Natural and US5.  Other artists on the Trans
Continental's label included Aaron Carter, Jordan Knight, C Note,
and Smilez & Southstar.  Mr. Pearlman also owned Orlando, Florida-
based Trans Continental Airlines, Inc. -- http://www.t-con.com/--
which provided charter flight services to numerous destinations in
the U.S. and the Caribbean.

On March 1, 2007, creditors Tatonka Capital Corporation, First
National Bank & Trust Co. of Williston, and American Bank of St.
Paul, and Integra Bank filed an involuntary chapter 11 petition
against Mr. Pearlman and his company, Trans Continental Airlines,
Inc. (Bankr. M.D. Fla. Case Nos. 07-00761 and 07-00762).  The
creditors disclosed an aggregate of more than $40 million in
claims.

Soneet R. Kapila was appointed as the Chapter 11 trustee to
oversee Mr. Pearlman's estate.  He is represented by Denise D.
Dell-Powell, Esq., and Jill E. Kelso, Esq., at Akerman Senterfitt,
and Gregory M. Garno, Esq., and Paul J. Battista, Esq., at
Genovese Joblove & Battista PA.

The related cases incorporate a classic Ponzi scheme of roughly
$500 million and transactions intertwined in over 100 related
entities, according to Kapila & Company.  The number of investors
and loss victims exceeds 1,400 and the case involves investigation
of off-shore assets.

Fletcher Peacock, Esq., served as Mr. Pearlman's legal counsel.

Tatonka Capital is represented by Derek F. Meek, Esq., and Robert
B. Rubin, Esq., at Burr & Forman LLP, and Richard B Webber, II,
Esq., Zimmerman Kiser & Sutcliffe PA.  First national Bank is
represented by Raymond V. Miller, Esq., at Gunster Yoakley &
Stewart PA, and Richard P. Olson, Esq., at Olson & Burns PC.
American Bank of St. Paul is represented by William P. Wassweiler,
Esq., at Rider Bennett LLP.  Integra bank is represented by
Lawrence E. Rifken, Esq., at McGuire Woods LLP.

The Official Committee of Unsecured Creditors of Trans Continental
is represented by Robert J. Feinstein, Esq. at Pachulski Stang
Ziehl & Jones LLP.

The debtors in the jointly administered cases are: Louis J.
Pearlman; Louis J. Pearlman Enterprises, Inc.; Louis J. Pearlman
Enterprises, LLC; TC Leasing, LLC; Trans Continental Airlines,
Inc., Trans Continental Aviation, Inc.; Trans Continental
Management, Inc.; Trans Continental Publishing, Inc.; Trans
Continental Records, Inc.; Trans Continental Studios, Inc.; and
Trans Continental Television Productions, Inc.

In addition, a related corporation, F.F. Station, LLC, filed a
separate voluntary Chapter 11 case on Feb. 20, 2007 (Bankr. M.D.
Fla. Case No. 07-575); however, the case is not jointly
administered with the cases of the other Debtors.


TRM HOLDINGS: S&P Withdraws 'CCC+' CCR on Lack of Information
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all of its ratings,
including the 'CCC+' corporate credit rating on TRM Holdings
Corp., the parent of gift retailer Things Remembered Inc.  The
action reflects the lack of receipt of timely information from the
issuer.

S&P previously lowered the corporate credit rating on the company
to 'CCC+' reflecting its view that declining profitability will
continue to erode the company's liquidity prospects and lead to an
unsustainable capital structure.


TRUMP ENTERTAINMENT: Loses Bid to End Union Pension Funding
-----------------------------------------------------------
Peg Brickley, writing for The Wall Street Journal, reported that
U.S. Bankruptcy Judge Kevin Gross in Wilmington, Del., rejected
Trump Entertainment Resorts' request for emergency relief from its
pension funding obligations, saying that a courtroom debate over a
contract with Unite Here Local 54 is just weeks away and the
pension funding will be part of that litigation.

The Journal recalled that Trump asked permission from the
bankruptcy court to pull out immediately from the pension fund for
1,135 unionized employees at the Trump Taj Mahal, warning that a
ballooning top-priority expense posed a threat to its bid to
reorganize in a Chapter 11 proceeding that began in September.
Judge Gross pointed out that Trump Entertainment and Unite Here
Local 54 are obliged to keep negotiating up until Oct. 14, the
date set for the company and union to face off over the contract.

                 About Trump Entertainment Resorts

Trump Entertainment Resorts Inc., owner of the Atlantic City
Boardwalk casinos that bear the name of Donald Trump, returned to
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on
Sept. 9, 2014, with plans to close the Trump Plaza by next week,
and, absent union concessions, the Taj Mahal by Nov. 13.

TER and its affiliated debtors own and operate two casino hotels
located in Atlantic City, New Jersey.  TER said it will close the
Trump Taj Mahal Casino Resort by Sept. 16, and, absent union
concessions, the Trump Plaza Hotel and Casino by Nov. 13.

The Debtors have sought an order authorizing the joint
administration of their Chapter 11 cases and the consolidation
thereof for procedural purposes only.  Judge Kevin Gross presides
over the Chapter 11 cases.

The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as
counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan
Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as
noticing and claims agent.

TER estimated $100 million to $500 million in assets as of the
bankruptcy filing.

The Debtors as of Sept. 9, 2014, owe $285.6 million in principal
plus accrued but unpaid interest of $6.6 million under a first
lien debt issued under their 2010 bankruptcy-exit plan.  The
Debtors also have trade debt in the amount of $13.5 million.

The U.S. Trustee for Region 3 on Sept. 23 appointed seven
creditors of Trump Entertainment Resorts, Inc., to serve on the
official committee of unsecured creditors.


U.S. CONCRETE: S&P Keeps B Sr. Notes Rating on $50MM Debt Upsize
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B' rating on
concrete and aggregates producer U.S. Concrete Inc.'s senior
secured notes is unchanged following the company's recent $50
million upsizing of the asset-based lending (ABL) revolver (which
S&P do not rate) to $175 million.  S&P's 'B' corporate credit
rating and stable outlook on the company are unchanged.

S&P's 'B' issue-level and '4' recovery ratings on the $200 million
senior secured notes remain unchanged.  The '4' recovery rating on
this debt indicates S&P's expectation of average (30% to 50%)
recovery in the event of a payment default.  As per S&P's notching
criteria, this results in an issue-level rating of 'B'.

S&P's updated default simulation incorporates an increase in
priority debt as a result of the increase to the ABL facility and
S&P's revised assumption regarding the borrowing base availability
at the time of default; however, S&P has also revised upward its
EBITDA assumption at the time of default to reflect the new
capital structure as well as recent acquisitions which factor into
S&P's analysis.

S&P's simulated default scenario contemplates a default in 2017,
reflecting a significant decline in residential, nonresidential,
public works construction projects, and new construction activity.

Simulated default and valuation assumptions:

   -- Simulated year of default: 2017
   -- EBITDA at emergence: $40 million
   -- Implied EV multiple: 5x
   -- Estimated gross EV at emergence: $200 million

Simplified waterfall:

   -- Net EV after 5% administrative costs: $190 million
   -- Valuation split % (obligors/nonobligors/unpledged): 100/0/0
   -- Priority claims (ABL revolver): $105 million*
   -- Senior secured notes: $208 million*
   -- Recovery expectations: 30% to 50% (upper end of the range)

*All debts amounts include six months of prepetition interest.

RATINGS LIST

U.S. Concrete Inc.
Corporate Credit Rating                    B/Stable/--
Senior Secured                             B
   Recovery Rating                          4


UNITED OUTLETS: Kansas Aims To Regain Lost Taxes Through Auction
----------------------------------------------------------------
Law360 reported that Kansas could see a boost in its tax revenue
via an auction of sex toys seized from an adult store chain that
was delinquent on its taxes.  According to the report, citing
Kansas Department of Revenue spokeswoman Jeanine Korand, United
Outlets LLC, which operated five stores across the state under the
name Bang, owed nearly $164,000 in state sales, withholding and
income taxes when the department seized the business in late July.


VAIL LAKE: Chen & Dynamic Withdraws Motion to Dismiss Case
----------------------------------------------------------
Angela Chen Sabella and Dynamic Finance Corporation filed a notice
with the U.S. Bankruptcy Court for the Southern District of
California withdrawing its motion to dismiss the Chapter 11 case
of Vail Lake Rancho California.

The attorneys of Angela Chen and Dynamic Finance can be reached
at:

         Jeffry A. Davis
         Abigail V. O'Brient
         MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO P.C.
         3580 Carmel Mountain Road, Suite 300
         San Diego, CA 92130
         Tel: 858-314-1500
         Fax: 858-314-1501
         E-mail: jdavis@mintz.com
                 aobrient@mintz.com

                        About Vail Lake

Vail Lake Rancho California, LLC, and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.  The Debtor also employed
Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank
serving as the Debtors' chief restructuring officer. Lee &
Associates Commercial Real Estate Services is the real estate
brokers of the Debtors.

The Debtors' consolidated assets, as of May 31, 2013, total
$291,016,000 and liabilities total $52,796,846.


VARIANT HOLDING: Sec. 341 Creditors' Meeting Set for Oct. 8
-----------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. Sec. 341(a) in the Chapter 11 case of Variant Holding
Company, LLC, on Oct. 8, 2012, at 1:00 p.m.  The meeting will be
held at J. Caleb Boggs Federal Building, Room 5209, 844 King
Street, in Wilmington, Delaware.

                      About Variant Holding

Variant Holding Company, LLC, commenced bankruptcy proceedings
under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No.
14-12021) on Aug. 28, 2014.  Tucson, Arizona-based Variant Holding
estimated $100 million to $500 million in assets and less than
$100 million in debt.

The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang
Ziehl & Jones LLP, as counsel.

Members holding the majority of the interests in the company,
namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding
Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP,
signed the resolution authorizing the bankruptcy filing.


VENTURE TECHNOLOGY: Case Summary & 20 Top Unsecured Creditors
-------------------------------------------------------------
Debtor: Venture Technology Groups, Inc.
        23800 Industrial Park Dr.
        Farmington, MI 48335

Case No.: 14-55562

Chapter 11 Petition Date: October 2, 2014

Court: United States Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Hon. Mark A. Randon

Debtor's Counsel: Michael E. Baum, Esq.
                  SCHAFER AND WEINER, PLLC
                  40950 Woodward Ave., Suite 100
                  Bloomfield Hills, MI 48304
                  Tel: (248) 540-3340
                  Email: mbaum@schaferandweiner.com

Estimated Assets: $1 million to $10 million

Estimated Liabilities: $10 million to $50 million

The petition was signed by John Walsh, president.

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/mieb14-55562.pdf


VWR FUNDING: Moody's Raises Corporate Family Rating to B2
---------------------------------------------------------
Moody's Investors Service upgraded VWR Funding, Inc. Corporate
Family Rating to B2 from B3 and Probability of Default Rating to
B2-PD from B3-PD based on its improving operating trend and the
launch of an initial public offering (IPO) of its common stock. At
the same time, Moody's affirmed the ratings of the secured and
unsecured debt. Moody's also affirmed the company's SGL-2
Speculative Grade Liquidity rating. The rating outlook is
positive.

"The one notch upgrade of the CFR to B2 reflects VWR's recent
improvement in organic revenue growth and operating profit in
spite of pricing pressure from renegotiating and renewing a
significant contract this year," commented Moody's Senior Analyst
John Zhao, a Vice President. The action further incorporates the
significant deleveraging effect from the anticipated debt
repayment from the IPO. VWR expects to receive gross proceeds of
approximately $536 million from the IPO, the majority of which
will be used to pay down debt. "The anticipated debt paydown using
IPO proceeds will be substantial and will reduce VWR's leverage to
approximately 5.5x debt/EBITDA, from a current level of 6.6x, and
meaningfully reduce cash interest expense" added Zhao. According
to the company's Form S-1, the anticipated debt reduction will
involve VWR's existing 10.75% senior subordinated notes due 2017.

The positive rating outlook reflects VWR's strong positioning
within the B2 rating category in light of improved operating
performance and the expected debt reduction post IPO. Should VWR
sustain the positive operating momentum in the near term and
further reduce its financial leverage, Moody's could upgrade the
company's ratings by one notch.

Moody's took the following rating actions on VWR Funding, Inc.:

Ratings upgraded:

Corporate Family Rating -- to B2 from B3;

Probability of Default Rating -- to B2-PD from B3- PD.

Ratings affirmed while LGD rates revised:

Senior Secured Revolving Credit Facility due 2016, B1 LGD-3 from
B1 LGD-2;

USD Senior Secured Term Loan B due 2017, B1 LGD-3 from B1 LGD-2;

Euro Senior Secured Term Loan B due 2017, B1 LGD-3 from B1 LGD-2;

7.25% Senior Notes due 2017, Caa1 LGD-5 from Caa1 LGD-4.

Speculative Grade Liquidity Rating -- SGL-2.

Rating Outlook

Revised to Positive from Stable

Rating Rationale

VWR's B2 Corporate Family Rating reflects the company's moderate
business scale, modest operating margin and high leverage. The
rating also incorporates VWR's business concentration in servicing
the life science industry, which has and will continue to
experience significant changes, such as industry consolidation and
reduction or outsourcing of research & development. The ratings
are supported by VWR's good scale and market position as the #2
global life sciences distributor (behind Thermo Fisher, Baa3
stable) as well as stability of revenues and earnings, offsetting
its supplier concentration risk. The company's acquisition
strategy is expanding its global scale, product mix and geographic
diversity, but it also increases organizational complexity and
could pose some business practice compliance risks, particularly
in emerging markets.

Moody's could upgrade the ratings if VWR sustains operating
improvements and grows revenue and EBITDA, and/or pays off debt,
such that Moody's expects debt-to-EBITDA leverage will approach
5.0 times and free cash flow will remain above 10% of total
adjusted debt.

If Moody's expects leverage to be sustained at or above 6.5 times,
either due to deterioration in EBITDA, acquisitions or shareholder
friendly payouts, Moody's could downgrade the ratings. Further,
material deterioration in liquidity for any reason could also lead
to pressure on the ratings.

Moody's affirmed the B1 senior secured and Caa1 senior unsecured
note ratings due to the expected reduction of subordinated debt in
the capital structure after the planned debt repayment post IPO.
The subordinated notes previously provided loss absorption cushion
to the senior secured and senior unsecured notes.

The SGL-2 rating reflects Moody's expectations of good liquidity
and positive free cash flow over the next twelve months.

VWR Funding, Inc., headquartered in Radnor, Pennsylvania, is a
global leader in the distribution of laboratory scientific
supplies, including chemicals, glassware, equipment, instruments,
protective clothing, and production supplies. For the twelve
months ended June 30, 2014, VWR reported net sales of $4.3
billion.

The principal methodology used in this rating was the Global
Distribution & Supply Chain Services published in November 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


WATERSTONE AT PANAMA: Court Enters Final Decree Closing Case
------------------------------------------------------------
Chief Bankruptcy Judge Thomas L. Saladino for the District of
Nebraska ordered that Waterstone at Panama City's Chapter 11 case
be closed, concluding that the Debtor's estate has been fully
administered.

As reported in the Troubled Company Reporter on Sept. 12, 2014,
Waterstone at Panama City filed before the Bankruptcy Court an
application for final decree closing its Chapter 11 case and for
final accounting report of the case.  As stated in the
application, all the claims or interests have been surrendered or
released in accordance with the provisions of the debtor's
bankruptcy-exit plan. In addition, substantially all the property
of the debtor has been transferred. Lastly, payment to creditors
and other interested parties have been completed.

         About Waterstone at Panama City Apartments, LLC

Omaha, Nebraska-based Waterstone at Panama City Apartments, LLC,
is a single-asset real estate entity located in Panama City,
Florida, and owned by a non-profit corporation called Tapestry
Group, Inc., which is the sole member of Waterstone at Panama City
Apartments, LLC.

Waterstone at Panama City Apartments filed for Chapter 11
protection (Bankr. D. Neb. Case No. 13-80751) on April 9, 2013.
Bankruptcy Judge Timothy J. Mahoney presides over the case.
William L. Biggs, Jr., Esq., and Frederick D. Stehlik, Esq., at
Gross & Welch P.C., L.L.O., represent the Debtor in its
restructuring efforts.  The Debtor disclosed $26,159,064 in assets
and $26,120,989 in liabilities as of the Chapter 11 filing.

The petition was signed by Edward E. Wilczewski, manager.  Mr.
Wilczewski is presently the interim president of Tapestry.

The Bankruptcy Court confirmed on March 20, 2014, a plan of
liquidation for the Debtor.  A full-text copy of the Disclosure
Statement explaining the Plan filed by the Debtor, dated Jan. 7,
2014, is available for free at:

        http://bankrupt.com/misc/WATERSTONEATPANAMAds.pdf


WEST TEXAS GUAR: Amends Schedules of Assets and Liabilities
-----------------------------------------------------------
West Texas Guar Inc. filed with the U.S. Bankruptcy Court for the
Northern District of Texas its amended schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                  $263,082
  B. Personal Property           $18,963,841
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $26,945,811
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $129,692
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,255,848
                                 -----------      -----------
        TOTAL                    $19,226,923      $29,331,352


                        About West Texas Guar

Representatives of 24 farms filed an involuntary Chapter 11
bankruptcy petition (Bankr. N.D. Tex. Case No. 14-50056) on March
14, 2014, against West Texas Guar Inc.  The farmers claim they are
owed nearly $4 million for seed they've delivered on the 2013
harvest but haven't been paid for.  Guar is a seed crop that has a
variety of uses in human and animal food production, textiles and
fracking for oil and gas wells.

Judge Robert L. Jones oversees the case.  The farmers are
represented by R. Byrn Bass, Jr., Esq., Attorney at Law.

WTG is represented by Samuel M. Stricklin, Esq., Tricia R. DeLeon,
Esq., and Lauren C. Kessler, Esq., at Bracewell & Giuliani LLP, in
Dallas, Texas.

WTG and Scopia Windmill Fund LP filed a Joint Plan of
Reorganization and Disclosure Statement on August 25, 2014.  The
Disclosure Statement hearing is currently scheduled for
September 24, 2014.


YMCA OF MILWAUKEE: Court OKs Sale of Waukesha-Area Properties
-------------------------------------------------------------
The Hon. Susan V. Kelley of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin has entered an order authorizing
YMCA of Metropolitan Milwaukee to sell to YMCA of Central Waukesha
County, Inc., certain real and personal property including the
real and personal properties comprising (1) the Southwest YMCA
located at 11311 W. Howard Avenue, Greenfield, WI; (2) the West
Suburban YMCA located at 2420 N. 124th Street, Wauwatosa WI; and
(3) the Tri-County YMCA located at N84 W17501 Menomonee Ave.,
Menomonee Falls WI.

On July 31, 2014, the Debtor filed a motion seeking authority to
sell (a) the three Waukesha-area properties for a total price of
$7 million (with the possibility of an additional $1 million based
on earnings from those YMCAs for 2014 - 2016) to the YMCA of
Central Waukesha; and (b) the Feith Family Ozaukee YMCA at 465
Northwoods Road in Port Washington, for $2 million to Kettle
Moraine YMCA, Inc.  Pursuant to the sales procedures order, in the
event any party wished to make a higher or better offer for any or
all of the properties, the party had to provide the Debtor with a
proposed form of asset purchase agreement and an earnest money
deposit of $100,000 per property to be purchased by 5:00 p.m. CDT
on Sept. 22, 2014.

Rich Kirchen, Senior Reporter at Milwaukee Business Journal,
reports that the Debtor is scheduled to close the two separate
transactions on Oct. 15, 2014, to generate cash to pay down debt.
According to The Business Journal, the Debtor's officials want the
four branches to continue running as YMCAs but under the new
owners.  The report says that a portion of the proceeds would go
to pay down about $29 million in debt owed to a bank group.  Julie
Tolan, the Debtor's president and CEO, said that more than
$8 million in capital investments would be needed to update the
four branches and make them competitive, and the Debtor will save
$2.2 million in overhead costs by selling the branches, The
Business Journal relates.

On Sept. 24, 2014, the Debtor filed a notice informing the Court
that the Sept. 29 auction of the properties has been cancelled,
because no party became a qualified bidder by the qualification
deadline.

The Princeton Clubs group and an undisclosed private-equity
investor were interested in the Wauwatosa, Greenfield and
Menomonee Falls branches but didn't submit bids, Rich Kirchen,
Senior Reporter at Milwaukee Business Journal, reports, citing
Hank Waida, managing director of Heritage Equity Partners -- hired
in August to seek prospects through advertising and direct
contacts with potential bidders.

The Court authorized the Debtor at a Sept. 30 hearing to sell the
three Waukesha-area properties, free and clear of all liens,
claims and encumbrances, with any and all valid liens on, and
security interests in the purchased assets, including the valid
liens of BMO Harris Bank, N.A., J.M. Brennan, Inc., and TCF
Equipment Finance, attaching to the proceeds of the sale to the
same extent and with the same priority as liens and security
interests were attached to the assets.

For adequate protection of any liens on and security interests in
the proceeds, the Debtor will deposit into and hold in a
segregated account the sum of $1.4 million, of which amount
$32,000 will constitute adequate protection for J.M. Brennan, and
$106,023 will constitute adequate protection for TCF Equipment
Finance and the Debtor will not use any portion of the escrowed
amount until further order of the Court.

Sale Objection Dropped

J.M. Brennan filed on Sept. 22, 2014, its limited objection to the
Debtor's sale motion, saying that J.M. Brennan's claim for lien in
the amount of $49,588.14 should attach directly to and be
satisfied by a portion of the proceeds of the sale.  J.M. Brennan,
which performed construction work, labor and services for the YMCA
on its Feith Family, claimed that there remains a balance due and
owing to J.M. Brennan for the work performed at the property in
the amount of $49,588.14.

On Sept. 29, 2014, J.M. Brennan withdrew its limited objection to
the sale motion.

J.M. Brennan is represented by:

      James J. Carrig, Esq.
      James P. Riebe, Esq.
      Niebler, Pyzyk, Roth & Carrig LLP
      P.O. Box 444
      Menomonee Falls, WI 53052-0444
      Tel: (262) 251-5330
      Fax: (262) 251-1823
      E-mail: jcarrig@nprclaw.com
              jriebe@nprclaw.com


                     About YMCA of Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The Debtors are seeking joint administration of their Chapter 11
cases for procedural purposes.  The cases are assigned to Judge
Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.


YMCA OF MILWAUKEE: Sale of Feith Family to Kettle Moraine Okayed
----------------------------------------------------------------
The Hon. Susan V. Kelley of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin has authorized YMCA of Metropolitan
Milwaukee to sell to Kettle Moraine YMCA, Inc., certain real and
personal property, including the real and personal property
comprising the Feith Family Ozaukee YMCA at 465 Northwoods Road,
Port Washington, WI.

On July 31, 2014, the Debtor filed a motion seeking authority to
sell (a) three Waukesha-area properties for a total price of
$7 million (with the possibility of an additional $1 million based
on earnings from those YMCAs for 2014 - 2016) to the YMCA of
Central Waukesha County; and (b) Feith Family for $2 million to
Kettle Moraine.  Pursuant to the sales procedures order, in the
event any party wished to make a higher or better offer for any or
all of the properties, the party had to provide the Debtor with a
proposed form of asset purchase agreement and an earnest money
deposit of $100,000 per property to be purchased by 5:00 p.m. CDT
on Sept. 22, 2014.

Rich Kirchen, Senior Reporter at Milwaukee Business Journal,
reports that the Debtor is scheduled to close the two separate
transactions on Oct. 15, 2014, to generate cash to pay down debt.
According to The Business Journal, the Debtor's officials want the
four branches to continue running as YMCAs but under the new
owners.  The report says that a portion of the proceeds would go
to pay down about $29 million in debt owed to a bank group.  Julie
Tolan, the Debtor's president and CEO, said that more than
$8 million in capital investments would be needed to update the
four branches and make them competitive, and the Debtor will save
$2.2 million in overhead costs by selling the branches, The
Business Journal relates.

On Sept. 24, 2014, the Debtor filed a notice informing the Court
that the Sept. 29 auction of the properties has been cancelled,
because no party became a qualified bidder by the qualification
deadline.

The Princeton Clubs group and an undisclosed private-equity
investor were interested in the Wauwatosa, Greenfield and
Menomonee Falls branches but didn't submit bids, Rich Kirchen,
Senior Reporter at Milwaukee Business Journal, reports, citing
Hank Waida, managing director of Heritage Equity Partners -- hired
in August to seek prospects through advertising and direct
contacts with potential bidders.

The Court authorized, at a hearing held on Sept. 30, 2014, the
sale of Feith Family, free and clear of all liens, claims and
encumbrances, with any and all valid liens on, and security
interests in the purchased assets, including, without limitation,
any and all valid liens and security interests of BMO Harris Bank,
N.A., and J.M. Brennan, Inc., attaching to the proceeds of the
sale to the same extent and with the same priority as the liens
and security interests were attached to the purchased assets.

As adequate protection of any liens on and security interests in
the proceeds, the Debtor will deposit into and hold in a
segregated account the sum of $400,000, of which amount $50,000
will constitute adequate protection for J.M. Brennan, and the
Debtor will not use any portion of the Escrowed Amount until
further order of the Court.

Sale Objection Dropped

J.M. Brennan filed on Sept. 22, 2014, its limited objection to the
Debtor's sale motion, saying that J.M. Brennan's claim for lien in
the amount of $49,588.14 should attach directly to and be
satisfied by a portion of the proceeds of the sale.  J.M. Brennan,
which performed construction work, labor and services for the YMCA
on its Feith Family, claimed that there remains a balance due and
owing to J.M. Brennan for the work performed at the property in
the amount of $49,588.14.

On Sept. 29, 2014, J.M. Brennan withdrew its limited objection to
the sale motion.

J.M. Brennan is represented by:

      James J. Carrig, Esq.
      James P. Riebe, Esq.
      Niebler, Pyzyk, Roth & Carrig LLP
      P.O. Box 444
      Menomonee Falls, WI 53052-0444
      Tel: (262) 251-5330
      Fax: (262) 251-1823
      E-mail: jcarrig@nprclaw.com
              jriebe@nprclaw.com

                     About YMCA of Milwaukee

The Young Men's Christian Association of Metropolitan Milwaukee,
Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case
Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014.

YMCA Milwaukee, which has more than 100,000 members using its
centers and camps, plans to sell a majority of its owned real
estate to help pay down $29 million in debt.

YMCA Milwaukee estimated $10 million to $50 million in both assets
and liabilities.  YMCA Academy estimated $100,000 to $500,000 in
both assets and liabilities.  The formal schedules of assets and
liabilities are due June 18, 2014.

The Debtors are seeking joint administration of their Chapter 11
cases for procedural purposes.  The cases are assigned to Judge
Susan V. Kelley.

The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz,
Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel.


* Ex-Atty Gets 7 Months for Ripping Off Bankruptcy Clients
----------------------------------------------------------
Law360 reported that a former suburban Chicago lawyer was
sentenced to seven months in prison on obstruction and tax charges
stemming from a scam where he made unauthorized charges on his
clients' credit cards for his own use and then discharged the
debts in their bankruptcies.  According to the report, Bradley F.
Aubel, 50, who pled guilty in April, must also pay more than
$82,000 in restitution to tax authorities and a credit card
company, U.S. District Judge Elaine Bucklo ruled at a hearing in
Illinois federal court.


* Georgia Shortchanges Bankrupts on Insurance Policies
------------------------------------------------------
Bill Rochelle and Sherri Toub, bankruptcy columnists for Bloomberg
News, reported that although Georgia has the second-highest rate
of bankruptcy in the U.S., the state's own laws can be stingy for
some who file, as a debtor learned to his chagrin from U.S.
District Judge J. Randal Hall in Savannah.

According to the report, a bankrupt appealed a bankruptcy court's
decision protecting only $2,000 of a life insurance policy with a
$13,400 cash surrender-value.  Judge Hall said the Georgia statute
used by the bankruptcy court to exempt the amount "treats all of
these debtors equally" and therefore has no equal protection
infirmities, the report related.

The case is McFarland v. Wallace, 13-00209, U.S. District Court,
Southern District Georgia (Savannah).


* Judgment Brings Unrecovered Property Into the Estate
------------------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reports
that a judgment that a transfer was fraudulent is enough to bring
the property into the bankrupt estate, even without actual
possession, according to an opinion by the U.S. Court of Appeals
for the Third Circuit in Philadelphia.  The report related that
the Third Circuit wrote its opinion without deciding which side to
take in a split of appeals courts on the question of whether
property is in the estate before a fraudulent-transfer judgment.

The case is In re Allen, U.S. Third Circuit Court of Appeals
(Philadelphia).


* September Bankruptcy Filings Continue 12% Year-to-Date Decline
----------------------------------------------------------------
Total bankruptcy filings totaled 705,452 nationwide during the
first nine months of 2014 (Jan. 1-September 30), a 12 percent
decrease from the 801,989 total filings during the same period a
year ago, according to data provided by Epiq Systems, Inc. The
678,685 total noncommercial filings through three quarters of 2014
represented a 12 percent drop from the noncommercial filing total
of 767,510 through the first three quarters of 2013. Total
commercial filings during the first nine months of the year were
26767, representing a 22 percent decrease from the 34,479 filings
during the same period in 2013. Chapter 11 filings also fell
during the first nine months of 2014 as the 4,099 filings
represented a 21 percent decrease from the 5,183 chapter 11
filings during the first nine months of 2013.

"The continued decline in bankruptcy filings corresponds to
sustained low interest rates and high costs of filing," said ABI
Executive Director Samuel J. Gerdano. "Total filings are on track
to fall under 1 million for the first time since 2007."

The 73,295 total bankruptcy filings for the month of September
represented a 9 percent decrease compared to the 80,703 filings in
September 2013. The 70,681 total noncommercial filings for
September also represented a 9 percent drop from the September
2013 noncommercial filing total of 77,275. Total commercial
filings for September 2014 were 2,614, representing a 24 percent
decrease from the 3,428 filings during the same period in 2013.
Chapter 11 filings registered a 36 percent drop as the 583 chapter
11 filings in September 2013 fell to 374 in September 2014.

The average nationwide per capita bankruptcy filing rate for the
first nine calendar months of 2014 (Jan. 1-Sept. 30) decreased
slightly to 3.03 (total filings per 1,000 population) from the
3.07 rate for the first eight months of the year. The average
daily filing total in September 2014 was 2,443, an 18 percent
decrease from the 2,965 total daily filings registered in
September 2013. States with the highest per capita filing rate
(total filings per 1,000 population) through the first nine months
of 2014 were:

1. Tennessee (6.31)
2. Alabama (5.34)
3. Georgia (5.29)
4. Utah (4.98)
5. Indiana (5.24)


* Seven-Percent Interest Is Enough to Cram Down Secured Lender
--------------------------------------------------------------
Bill Rochelle, a bankruptcy columnist for Bloomberg News, reports
that for a secured lender owed $13.8 million and protected by
collateral worth $25 million, 7 percent interest on a five-year
loan is the "indubitable equivalent" of the secured claim,
warranting cramdown, according to U.S. District Judge Lee Yeakel
in Austin, Texas.  According to the report, Judge Yeakel agreed
with a bankruptcy judge who decided that 7 percent interest on the
debt after bankruptcy would adequately compensate the bank for not
receiving its money immediately, given a "significant equity
cushion."

The case is Whitney Bank v. SCC Kyle Partners Ltd. (In re SCC Kyle
Partners Ltd.), 13-cv-00756, U.S. District Court, Western District
of Texas (Austin).


* Fitch: Sector Concentrations Add Risk to US HY Default Outlook
----------------------------------------------------------------
Top-heavy sector growth continues to add complexity and risk to
the U.S. high yield default outlook, according to Fitch Ratings.
The U.S. high yield default rate remains low, ending September at
2.5%. However, sensitivity to adverse events remains ever present.

In addition to the economy, credit availability, and new
transaction credit quality, the default outlook is also becoming
increasingly tethered to the health of large industries.
The U.S. high yield market has advanced at an impressive pace
since 2009, growing 54% to its current $1.3 trillion size.

However, this expansion has been anything but even on a sector
basis. Energy, healthcare/pharmaceuticals, and telecom have
contributed 48% of the $462 billion in new post-crisis bonds,
mostly through new issuance activity. When adding banking/finance
and metals/mining to the mix, these five sectors represent 49% of
market volume. Energy in particular has had a dramatic run,
increasing 148% since 2009. At $211 billion, it stands at 16% of
market volume. Furthermore, energy issues rated 'B-' or lower
total $75 billion, a significant increase from $16 billion in
2009.

Monitoring the health of suddenly large, heavily debt-financed
sectors is critically important. The 2001-2002 recession was
precipitated by a meltdown in the telecom sector, which reached
20% of market volume in the booming late 1990s dot-com years via
issuance of deep speculative-grade bonds. Rapid growth,
facilitated by buoyant capital markets, ultimately led to
overcapacity, a common driver of industry distress in the high
yield space but this time on a large and more disruptive scale.
Record high default rates in the sector combined with poor
recovery rates wreaked havoc for the rest of the market.


* Orrick Adds Former DOJ Atty to Appellate Team in DC
-----------------------------------------------------
Orrick, Herrington & Sutcliffe LLP announced on Sept. 15, 2014,
that Kelsi Corkran, a former lawyer with the Justice Department's
prestigious Civil Appellate Staff, and most recently law clerk to
The Honorable Ruth Bader Ginsburg, will join the firm's market
leading Supreme Court & Appellate Practice as a partner in the
Washington D.C. office. Ms. Corkran, one of the few lawyers who
have moved from Civil Appellate for private practice, has served
as lead counsel for the federal government in more than 30 appeals
and presented oral argument in 24 cases before 10 different
federal appellate courts. Today, National Law Journal named her to
its prestigious "40 Under 40" list of rising leaders in
Washington, D.C.

"We are delighted to add a lawyer with Kelsi's stellar reputation
and impressive record to our fast-growing appellate team," said E.
Joshua Rosenkranz, head of Orrick's Supreme Court & Appellate
practice. "She is a real catch."

Ms. Corkran said, "I am excited to join a team known for its
creativity and ability to rethink cases from the ground up.
Orrick's appellate group has an extraordinary record in high
stakes cases, and I was immediately attracted by the breadth of
talent on this team."

Orrick's Supreme Court & Appellate team has grown from just one
partner four years ago to five partners with a team of 14 other
lawyers.  Five former members of DOJ's Civil Appellate Staff are
now in Orrick's appellate practice. Among them are partners Robert
(Bob) Loeb, former acting deputy director and special appellate
counsel, who joined in 2013, and Mark Davies, a seven-year veteran
of Civil Appellate, who joined in 2010. Orrick's appellate team
also recently added Eric A. Shumsky, formerly a partner at Sidley
Austin.

At the DOJ, Ms. Corkran was lead counsel in a wide range of
challenging appeals involving complex and novel issues. Ms.
Corkran made an early mark by obtaining a significant win in the
Fifth Circuit in a major class action case involving the
availability of utility assistance to thousands of former public
housing residents after they were displaced by Hurricane Katrina.
Ms. Corkran also:

   * succeeded on appeal in numerous cases involving a diverse
array of government actions and programs;

   * successfully argued numerous bankruptcy cases on appeal,
including cases about the bankruptcy venue provision and treatment
of 401(k) retirement plan loans in bankruptcy;

   * served as lead counsel for the Copyright Royalty Board,
successfully defending the rates and terms set by the Board for
the making and distribution of "phonorecords," including permanent
digital downloads and ringtones, against a challenge by the
Recording Industry Association of America;

   * prevailed on appeal in a variety of different high-stakes
tort actions; and

   * successfully defended the federal government on appeal in
numerous high-profile employment discrimination cases.

Ms. Corkran previously worked at the White House, where she
assisted with Justice Sonia Sotomayor's confirmation, and before
joining the DOJ Civil Appellate Staff she clerked for Judge David
Tatel on the D.C. Circuit. She also practiced with Bancroft PLLC
and most recently clerked for Justice Ginsburg.

She graduated from the University of Pennsylvania in 1998 with a
B.A. in Philosophy, Politics, and Economics. In 2005, she
graduated from the University of Chicago with a J.D. and a Masters
in Public Policy. Ms. Corkran was on the editorial board for the
University of Chicago Law Review and was awarded the Casper Platt
Award for the Outstanding Paper Written by a Graduating Student
and membership in the Order of the Coif.

Orrick has one of the nation's leading appellate litigation
departments. The team of 14 lawyers is recognized by Chambers USA
2014 for doing "the best job at focusing on the high-priority
strategic issues of law and policy."  Recent wins in high stakes
appeals include a high-profile copyright appeal for Oracle over
the use of Java in the Android platform; a landmark, industry-
shaping victory for Kirtsaeng in one of the most significant
copyright cases in many years; a company-saving win for MGA
Entertainment in its contentious battle with Mattel, a company-
saving win for DISH Network in a patent dispute with TiVo; a
successful defense of DISH Network's commercial-skipping Hopper
technology; a definitive win for Facebook in its long running
battle against the Winklevoss twins; a precedent-setting victory
for Morgan Stanley concerning the extent to which federal
securities law preempts state labor laws; a major win for Dow
Chemical in a patent dispute involving herbicide resistant plants;
a complete victory for defense contractor L-3 Communications in a
long-running aviation-related dispute; and a win for Nintendo in a
high-stakes appeal involving the company's most important and
successful product?the Wii.

                            About Orrick

Orrick is a leading global law firm focused on counseling
companies in the infrastructure, finance and tech sectors.
Celebrating its 150th anniversary, the firm has 25 offices across
key markets in the United States, Europe and Asia. Chambers Global
cites the firm's teams for leadership across 43 transactional and
litigation practice areas and recognizes 97 Orrick lawyers
worldwide as leading practitioners.  Recognizing Orrick's strong
culture of client service excellence, mentoring, inclusion and
community responsibility, American Lawyer named the firm to its
2014 and 10-Year A-List.


* BOND PRICING -- For Week From Sept. 29 to Oct. 3, 2014
--------------------------------------------------------

  Company                Ticker  Coupon Bid Price  Maturity Date
  -------                ------  ------ ---------  -------------
Allen Systems Group Inc  ALLSYS  10.500    52.250     11/15/2016
Allen Systems Group Inc  ALLSYS  10.500    53.000     11/15/2016
Buffalo Thunder
  Development Authority  BUFLO    9.375    40.000     12/15/2014
Caesars Entertainment
  Operating Co Inc       CZR     10.000    23.000     12/15/2018
Caesars Entertainment
  Operating Co Inc       CZR     10.750    33.000       2/1/2016
Caesars Entertainment
  Operating Co Inc       CZR      6.500    31.641       6/1/2016
Caesars Entertainment
  Operating Co Inc       CZR     12.750    24.942      4/15/2018
Caesars Entertainment
  Operating Co Inc       CZR      5.750    31.555      10/1/2017
Caesars Entertainment
  Operating Co Inc       CZR     10.000    21.999     12/15/2018
Caesars Entertainment
  Operating Co Inc       CZR     10.750    34.125       2/1/2016
Caesars Entertainment
  Operating Co Inc       CZR     10.750    24.125       2/1/2018
Caesars Entertainment
  Operating Co Inc       CZR      5.750    13.125      10/1/2017
Caesars Entertainment
  Operating Co Inc       CZR     10.750    34.125       2/1/2016
Caesars Entertainment
  Operating Co Inc       CZR     10.000    23.625     12/15/2018
Caesars Entertainment
  Operating Co Inc       CZR     10.000    22.750     12/15/2018
Caesars Entertainment
  Operating Co Inc       CZR     10.000    23.625     12/15/2018
Caesars Entertainment
  Operating Co Inc       CZR     10.000    22.750     12/15/2018
Champion
  Enterprises Inc        CHB      2.750     0.250      11/1/2037
Dendreon Corp            DNDN     2.875    64.625      1/15/2016
Endeavour
  International Corp     END      5.500     6.000      7/15/2016
Endeavour
  International Corp     END     12.000    20.000       6/1/2018
Energy Conversion
  Devices Inc            ENER     3.000     7.875      6/15/2013
Energy Future
  Holdings Corp          TXU      5.550    85.000     11/15/2014
Energy Future
  Intermediate
  Holding Co LLC /
  EFIH Finance Inc       TXU     10.000     8.688      12/1/2020
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc            TXU     10.000     8.750      12/1/2020
Energy Future
  Intermediate Holding
  Co LLC / EFIH
  Finance Inc            TXU      6.875     6.500      8/15/2017
Exide Technologies       XIDE     8.625    26.000       2/1/2018
Exide Technologies       XIDE     8.625    24.500       2/1/2018
Exide Technologies       XIDE     8.625    24.500       2/1/2018
FairPoint
  Communications
  Inc/Old                FRP     13.125     1.000       4/2/2018
Global Geophysical
  Services Inc           GGS     10.500    11.000       5/1/2017
Global Geophysical
  Services Inc           GGS     10.500    10.250       5/1/2017
Gymboree Corp/The        GYMB     9.125    27.522      12/1/2018
James River Coal Co      JRCC     7.875     1.140       4/1/2019
James River Coal Co      JRCC    10.000     1.250       6/1/2018
James River Coal Co      JRCC     4.500     2.000      12/1/2015
James River Coal Co      JRCC     3.125     0.125      3/15/2018
James River Coal Co      JRCC    10.000     4.963       6/1/2018
Las Vegas Monorail Co    LASVMC   5.500     9.975      7/15/2019
Lehman Brothers Inc      LEH      7.500    12.500       8/1/2026
MF Global Holdings Ltd   MF       6.250    43.625       8/8/2016
MF Global Holdings Ltd   MF       1.875    38.100       2/1/2016
MModal Inc               MODL    10.750    10.125      8/15/2020
MModal Inc               MODL    10.750    10.125      8/15/2020
Molycorp Inc             MCP      6.000    34.314       9/1/2017
Molycorp Inc             MCP      3.250    50.500      6/15/2016
Molycorp Inc             MCP      5.500    37.000       2/1/2018
Motors Liquidation Co    MTLQQ    7.200    11.250      1/15/2011
Motors Liquidation Co    MTLQQ    6.750    11.250       5/1/2028
Motors Liquidation Co    MTLQQ    7.375    11.250      5/23/2048
NII Capital Corp         NIHD     7.625    18.750       4/1/2021
NII Capital Corp         NIHD    10.000    26.000      8/15/2016
NII Capital Corp         NIHD     8.875    28.250     12/15/2019
Owens & Minor Inc        OMI      6.350   107.077      4/15/2016
Platinum Energy
  Solutions Inc          PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc          PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc          PLATEN  14.250    74.750       3/1/2015
Platinum Energy
  Solutions Inc          PLATEN  14.250    74.750       3/1/2015
Powerwave
  Technologies Inc       PWAV     3.875     0.125      10/1/2027
Powerwave
  Technologies Inc       PWAV     1.875     0.125     11/15/2024
Powerwave
  Technologies Inc       PWAV     3.875     0.125      10/1/2027
Powerwave
  Technologies Inc       PWAV     1.875     0.125     11/15/2024
Quicksilver
  Resources Inc          KWK      7.125    37.875       4/1/2016
RAAM Global Energy Co    RAMGEN  12.500    76.900      10/1/2015
Saratoga Resources Inc   SARA    12.500    81.500       7/1/2016
THQ Inc                  THQI     5.000    12.125      8/15/2014
TMST Inc                 THMR     8.000    12.000      5/15/2013
Terrestar Networks Inc   TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc            TXU     10.250    11.188      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc            TXU     15.000    30.250       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc            TXU     10.250    11.750      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc            TXU     10.500    11.000      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc            TXU     15.000    36.200       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc            TXU     10.250    11.875      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc            TXU     10.500    10.750      11/1/2016
Toys R Us -
  Delaware Inc           TOY      7.375   100.000       9/1/2016
Toys R Us -
  Delaware Inc           TOY      7.375    99.875       9/1/2016
Tunica-Biloxi
  Gaming Authority       PAGON    9.000    60.000     11/15/2015
Walter Energy Inc        WLT      9.875    32.250     12/15/2020
Walter Energy Inc        WLT      8.500    29.750      4/15/2021
Walter Energy Inc        WLT      9.875    33.625     12/15/2020
Walter Energy Inc        WLT      9.875    33.625     12/15/2020
Western Express Inc      WSTEXP  12.500    89.125      4/15/2015
Western Express Inc      WSTEXP  12.500    88.875      4/15/2015


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com by e-mail.

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to the nation's bankruptcy courts.  The
list includes links to freely downloadable of these small-dollar
petitions in Acrobat PDF documents.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2014.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***